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REGISTRATION NO. 333-56850
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CHARTER COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4841 43-1857213
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (FEDERAL EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CURTIS S. SHAW, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DANIEL G. BERGSTEIN, ESQ. ALVIN G. SEGEL, ESQ.
LEIGH P. RYAN, ESQ. IRELL & MANELLA LLP
PATRICIA M. CARROLL, ESQ. 1800 AVENUE OF THE STARS, SUITE 900
PAUL, HASTINGS, JANOFSKY & WALKER LLP LOS ANGELES, CALIFORNIA 90067-4276
399 PARK AVENUE (310) 277-1010
NEW YORK, NEW YORK 10022
(212) 318-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities covered by this
prospectus, all of which will be borne by the registrant (except expenses
incurred by the selling securityholders for brokerage fees, selling commissions
and expenses incurred by the selling securityholders for legal services). All
amounts shown are estimates except the SEC filing fee.
SEC filing fee.............................................. $1,000,000
Legal fees and expenses..................................... $ 250,000
Accounting fees and expenses................................ $ 120,000
Printing expenses........................................... $ 175,000
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Total expenses.................................... $ 545,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION UNDER THE CERTIFICATE OF INCORPORATION AND BYLAWS OF CHARTER
COMMUNICATIONS, INC.
Charter Communications, Inc.'s certificate of incorporation provides that a
director of Charter Communications, Inc. shall not be personally liable to
Charter Communications, Inc. or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability: (i) for any breach of the
directors' duty of loyalty to Charter Communications, Inc. or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the
Delaware General Corporation law; or (iv) for any transaction from which the
director derived an improper personal benefit. Charter Communications, Inc.'s
bylaws require Charter Communications, Inc., to the fullest extent authorized by
the Delaware General Corporation Law, to indemnify any person who was or is made
a party or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding by reason of the fact that he is or was a director or
officer of Charter Communications, Inc. or is or was serving at the request of
Charter Communications, Inc. as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise, in each case, against all expense, liability and
loss (including attorneys' fees, judgments, amounts paid in settlement, fines,
ERISA excise taxes or penalties) reasonably incurred or suffered by such person
in connection therewith.
INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW.
Section 145 of the Delaware General Corporation Law, authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. In
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addition, the Delaware General Corporation Law does not permit indemnification
in any threatened, pending or completed action or suit by or in the right of the
corporation in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which such court shall deem proper. To the extent
that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended. The Delaware
General Corporation Law also allows a corporation to provide for the elimination
or limit of the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director
(i) for any breach of the director's duty of loyalty to the corporation
or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock purchases or
redemptions, or
(iv) for any transaction from which the director derived an improper
personal benefit. These provisions will not limit the liability of
directors or officers under the federal securities laws of the United
States.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
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ITEM 16. EXHIBITS
EXHIBITS DESCRIPTION
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2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC (Incorporated by reference to Amendment No. 2
to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499))
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between InterMedia Partners of West Tennessee, L.P. and
Charter Communications, LLC (Incorporated by reference to
Amendment No. 2 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499))
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC (Incorporated by
reference to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
June 22, 1999 (File No. 333-77499))
2.6(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC (Incorporated by
reference to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
June 22, 1999 (File No. 333-77499))
2.6(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C. (Incorporated by reference to Amendment
No. 2 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499))
2.6(d)(i) Amendment to Asset Exchange Agreement, made as of October 1,
1999, by and among InterMedia Partners Southeast and Charter
Communications, LLC, Charter Communications Properties, LLC
and Marcus Cable Associates, L.L.C. (Incorporated by
reference to Amendment No. 3 to the registration statement
on Form S-1 of Charter Communications, Inc. filed on October
18, 1999 (File No. 333-83887))
2.6(e) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.
(Incorporated by reference to Amendment No. 2 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on June 22, 1999 (File No. 333-77499))
2.6(f) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia Partners
of West Tennessee, L.P., InterMedia Capital Partners IV,
L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners,
L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter
Communications Properties, LLC, Marcus Cable Associates,
L.L.C. and Charter RMG, LLC (Incorporated by reference to
Amendment No. 3 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July 2,
1999 (File No. 333-77499)) (Portions of this exhibit have
been omitted pursuant to a request for confidential
treatment.)
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EXHIBITS DESCRIPTION
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2.7(a) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among InterLink Communications Partners, LLLP, the
sellers listed therein and Charter Communications, Inc. (now
called Charter Investment, Inc.) (Incorporated by reference
to Amendment No. 2 to the registration statement on Form S-4
of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499))
2.7(b) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Communications, Inc. (now called
Charter Investment, Inc.) (Incorporated by reference to
Amendment No. 4 to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July
22, 1999 (File No. 333-77499))
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now called Charter Investment, Inc.) (Incorporated by
reference to Amendment No. 4 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on
July 22, 1999 (File No. 333-77499))
2.7(d) Assignment of Purchase Agreement with InterLink
Communications Partners, LLLP, dated as of June 30, 1999, by
and between Charter Communications, Inc. (now called Charter
Investment, Inc.) and Charter Communications Operating, LLC
(Incorporated by reference to Amendment No. 4 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on July 22, 1999 (File No. 333-77499))
2.7(e) Assignment of Purchase Agreement with Rifkin Acquisition
Partners L.L.L.P., dated as of June 30, 1999, by and between
Charter Communications, Inc. (now called Charter Investment,
Inc.) and Charter Communications Operating, LLC
(Incorporated by reference to Amendment No. 4 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on July 22, 1999 (File No. 333-77499))
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Operating, LLC (Incorporated by reference to Amendment No. 4
to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499))
2.7(g) Amendment to the Purchase Agreement with InterLink
Communications Partners, LLLP, dated June 29, 1999
(Incorporated by reference to Amendment No. 6 to the
registration statement on Form S-4 of Charter Communications
Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on August 27, 1999 (File No. 333-77499))
2.7(h) Contribution Agreement, dated as of September 14, 1999, by
and among Charter Communications Operating, LLC, Charter
Communications Holding Company, LLC, Charter Communications,
Inc., Paul G. Allen and the certain other individuals and
entities listed on the signature pages thereto (Incorporated
by reference to Amendment No. 3 to the registration
statement on Form S-1 of Charter Communications, Inc. filed
on October 18, 1999 (File No. 333-83887))
2.7(i) Form of First Amendment to the Contribution Agreement dated
as of September 14, 1999, by and among Charter
Communications Operating, LLC, Charter Communications
Holding Company, LLC, Charter Communications, Inc. and Paul
G. Allen (Incorporated by reference to Amendment No. 5 to
the registration statement on Form S-1 of Charter
Communications, Inc. filed on November 4, 1999 (File No.
333-83887))
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EXHIBITS DESCRIPTION
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2.8 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC, CC VII Holdings, LLC and Charter Communications VII,
LLC (Incorporated by reference to the report on Form 8-K of
Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on January
18, 2000 (File No. 333-77499))
2.9 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC and Charter Communications Holdings, LLC (Incorporated
by reference to the report on Form 8-K of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on January 18, 2000 (File
No. 333-77499))
2.10(a) Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
and Charter Communications Holdings LLC and Charter
Communications, Inc. (now called Charter Investment, Inc.)
(Incorporated by reference to Amendment No. 1 to the
registration statement on Form S-4 of Avalon Cable of
Michigan LLC, Avalon Cable of Michigan Inc., Avalon Cable of
New England LLC and Avalon Cable Finance Inc. filed on May
28, 1999 (File No. 333-75453))
2.10(b) Assignment and Contribution Agreement, entered into as of
October 11, 1999 by and between Charter Communications
Holding Company, LLC and Charter Communications, Inc.
(Incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887))
2.10(c) Assignment Agreement effective as of June 16, 1999, by and
among Charter Communications, Inc., Charter Communications
Holdings LLC, Charter Communications Holding Company, LLC,
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
Cable of Michigan Holdings, Inc. and Avalon Cable LLC
(Incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887))
2.11(a) Purchase and Contribution Agreement, dated as of May 26,
1999, by and among Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. and Charter
Communications, Inc. (now called Charter Investment,
Inc.) (Incorporated by reference to Amendment No. 2 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on September 28, 1999 (File No.
333-83887))
2.11(b) First Amendment to Purchase and Contribution Agreement,
dated as of June 22, 1999, by and among Charter
Communications, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (Incorporated by
reference to the quarterly report on Form 10-Q filed by
Falcon Communications, L.P. and Falcon Funding Corporation
on August 13, 1999 (File Nos. 333-60776 and 333-55755))
2.11(c) Form of Second Amendment to Purchase And Contribution
Agreement, dated as of October 27, 1999, by and among
Charter Investment, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Holding Group,
Inc. and DHN Inc. (Incorporated by reference to Amendment
No. 5 to the registration statement on Form S-1 of Charter
Communications, Inc. filed on November 4, 1999 (File No.
333-83887))
2.11(d) Third Amendment to Purchase and Contribution Agreement dated
as of November 12, 1999, by and among Charter
Communications, Inc., Falcon Communications L.P., Falcon
Holdings Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. (Incorporated
by reference to the report on Form 8-K of CC VII Holdings,
LLC and Falcon Funding Corporation filed on November 26,
1999 (File No. 033-60776))
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EXHIBITS DESCRIPTION
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2.12(a) Purchase Agreement, dated as of May 21, 1999, among
Blackstone TWF Capital Partners, L.P., Blackstone TWF
Capital Partners A L.P., Blackstone TWF Capital Partners B
L.P., Blackstone TWF Family Investment Partnership, L.P.,
RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried
Interest, Inc., RCF Indiana Management Corp, The Robert C.
Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2
Master Limited Partnership, Cooney Cable Associates of Ohio,
Limited Partnership, North Texas Cablevision, LTD., Post
Cablevision of Texas, Limited Partnership, Spring Green
Communications, L.P., Fanch-Narragansett CSI Limited
Partnership, and Fanch Cablevision of Kansas General
Partnership and Charter Communications, Inc. (now called
Charter Investment, Inc.) (Incorporated by reference to
Amendment No. 2 to the registration statement on Form S-1 of
Charter Communications, Inc. filed on September 28, 1999
(File No. 333-83887))
2.12(b) Assignment of Purchase Agreement by and between Charter
Investment, Inc. and Charter Communications Holding Company,
LLC, effective as of September 21, 1999 (Incorporated by
reference to Amendment No. 3 to the registration statement
on Form S-1 of Charter Communications, Inc. filed on October
18, 1999 (File No. 333-83887))
2.13 Purchase and Contribution Agreement, entered into as of June
1999, by and among BCI (USA), LLC, William Bresnan,
Blackstone BC Capital Partners L.P., Blackstone BC Offshore
Capital Partners L.P., Blackstone Family Investment
Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan
LLC and Charter Communications Holding Company, LLC (now
called Charter Investment, Inc.) (Incorporated by reference
to Amendment No. 2 to the registration statement on Form S-1
of Charter Communications, Inc. filed on September 28, 1999
(File No. 333-83887))
2.14(a) Asset Purchase Agreement, dated as of February 26, 2001,
among Marcus Cable of Alabama, L.L.C., on the one hand, and
TCI of Selma, Inc., TCI of Lee County, Inc., TCI Cablevision
of Alabama, Inc., Alabama T.V. Cable, Inc. and TCI
Southeast, Inc., on the other hand (Incorporated by
reference to the annual report on Form 10-K of Charter
Communications, Inc. filed on March 6, 2001 (File No.
000-27927))
2.14(b) Reorganization Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., on the one hand, and TCI
TKR of Alabama, Inc. and TCI Southeast, Inc., on the other
hand (Incorporated by reference to the annual report on Form
10-K of Charter Communications, Inc. filed on March 6, 2001
(File No. 000-27927))
2.14(c) Asset Purchase Agreement, dated as of February 26, 2001,
among Falcon Cable Systems Company II, L.P., on the one
hand, and AT&T Broadband, LLC, Communication Services, Inc.,
Ohio Cablevision Network, Inc., TCI Cablevision of
California, Inc. and TCI Washington Associates, L.P., on the
other hand (Incorporated by reference to the annual report
on Form 10-K of Charter Communications, Inc. filed on March
6, 2001 (File No. 000-27927))
2.14(d) Reorganization Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., on the one hand, and TCI
Cablevision of Nevada, Inc. and TCI West, Inc., on the other
hand (Incorporated by reference to the annual report on Form
10-K of Charter Communications, Inc. filed on March 6, 2001
(File No. 000-27927))
2.14(e) Asset Purchase Agreement, dated as of February 26, 2001,
among Charter Communications, Inc., Interlink Communications
Partners, LLC, Charter Communications, LLC and Falcon Cable
Media, on the one hand, and TCI Cable Partners of St. Louis,
L.P. and TCI Cablevision of Missouri, Inc., on the other
hand (Incorporated by reference to the annual report on Form
10-K of Charter Communications, Inc. filed on March 6, 2001
(File No. 000-27927))
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EXHIBITS DESCRIPTION
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2.14(f) Asset Purchase Agreement, dated as of February 26, 2001,
among Charter Communications Entertainment I, LLC, on the
one hand, and St. Louis Tele-Communications, Inc., TCI Cable
Partners of St. Louis, L.P., TCI Cablevision of Missouri,
Inc., TCI of Illinois, Inc., TCI TKR of Central Florida,
Inc. and TCI Holdings, Inc., on the other hand (Incorporated
by reference to the annual report on Form 10-K of Charter
Communications, Inc. filed on March 6, 2001 (File No.
000-27927))
2.14(g) Agreement Regarding Closing Matters, dated as of February
26, 2001, among Charter Communications, Inc., on behalf of
itself, Marcus Cable of Alabama, L.L.C., Falcon Cable
Systems Company II, L.P., Interlink Communications Partners,
LLC, Charter Communications, LLC, Falcon Cable Media, and
Charter Communications Entertainment I, LLC, on the one
hand, and AT&T Broadband, LLC, on behalf of itself, TCI TKR
of Alabama, Inc., TCI of Selma, Inc., TCI of Lee County, TCI
Cablevision of Alabama, Inc. and Alabama T.V. Cable, Inc.,
TCI Southeast, Inc., TCI Cablevision of Nevada, Inc., TCI
West, Inc., Communications Services, Inc., Ohio Cablevision
Network, Inc., TCI Cablevision of California, Inc., TCI
Washington Associates, LP., TCI of Illinois, Inc., TCI
Cablevision of Missouri, Inc., St. Louis
Tele-Communications, Inc., TCI Cable Partners of St. Louis,
L.P., TCI TKR of Central Florida, Inc. and TCI Holdings,
Inc., on the other hand (Incorporated by reference to the
annual report on Form 10-K of Charter Communications, Inc.
filed on March 6, 2001 (File No. 000-27927))
4.1 Form of certificate evidencing shares of Class A common
stock of registrant (Incorporated by reference to Amendment
No. 2 to the registration statement on Form S-1 of Charter
Communications, Inc. filed on September 28, 1999 (File No.
333-83887))
4.2 Form of Indenture for Senior Notes/Senior Discount Notes
(Incorporated by reference to the registration statement on
Form S-3 of Charter Communications, Inc. filed on March 9,
2001 (File No. 333-56850))
4.3 Form of Indenture for Convertible Senior Notes (Incorporated
by reference to the registration statement on Form S-3 of
Charter Communications, Inc. filed on March 9, 2001 (File
No. 333-56850))
4.4 Form of Indenture for Senior Subordinated Notes
(Incorporated by reference to the registration statement on
Form S-3 of Charter Communications, Inc. filed on March 9,
2001 (File No. 333-56850))
4.5 Form of Indenture for Convertible Subordinated Notes
(Incorporated by reference to the registration statement on
Form S-3 of Charter Communications, Inc. filed on March 9,
2001 (File No. 333-56850))
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding
legality*
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to the annual report on Form 10-K
of Charter Communications, Inc. filed on March 6, 2001 (File
No. 000-27927))
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit No. 5.1)*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of KPMG LLP*
23.4 Consent of Ernst & Young LLP*
23.5 Consent of Ernst & Young LLP*
23.6 Consent of KPMG LLP*
23.7 Consent of PricewaterhouseCoopers LLP*
23.8 Consent of PricewaterhouseCoopers LLP*
23.9 Consent of Ernst & Young LLP*
23.10 Consent of PricewaterhouseCoopers LLP*
23.11 Consent of PricewaterhouseCoopers LLP*
23.12 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C.*
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EXHIBITS DESCRIPTION
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23.13 Consent of PricewaterhouseCoopers LLP*
23.14 Consent of Ernst & Young LLP*
23.15 Consent of KPMG LLP*
23.16 Consent of KPMG LLP*
23.17 Consent of Ernst & Young LLP*
23.18 Consent of Ernst & Young LLP*
23.19 Consent of Ernst & Young LLP*
23.20 Consent of Shields & Co.*
24.1 Power of Attorney*
25.1 Statement of Eligibility under the Trust Indenture Act of
1939 of a Corporation Designated to Act as Trustee on Form
T-1
* previously filed
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) herein do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of such act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the registration statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Louis, state of Missouri, on the 22nd day of May 2001.
CHARTER COMMUNICATIONS, INC.
By: *
------------------------------------------
Kent D. Kalkwarf
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chairman of the Board of Directors May 22, 2001
------------------------------------------
Paul G. Allen
* Director May 22, 2001
------------------------------------------
William D. Savoy
* President, Chief Executive Officer and May 22, 2001
------------------------------------------ Director (Principal Executive Officer)
Jerald L. Kent
* Director May 22, 2001
------------------------------------------
Nancy B. Peretsman
* Director May 22, 2001
------------------------------------------
Marc B. Nathanson
* Director May 22, 2001
------------------------------------------
Ronald L. Nelson
* Director May 22, 2001
------------------------------------------
Howard L. Wood
* Executive Vice President and Chief Financial May 22, 2001
------------------------------------------ Officer (Principal Financial Officer and
Kent D. Kalkwarf Principal Accounting Officer)
--------------------------------------------------------------------------------
* By: /s/ CURTIS S. SHAW
----------------------------------------------------------
Curtis S. Shaw, Attorney-in-Fact
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