Charter 2004 Annual Report Download - page 89

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CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
BENEFICIAL OWNERSHIP OF SECURITIES With respect to the percentage of voting power set forth in
the following table:
The following table sets forth certain information regarding
(each holder of Class A common stock is entitled to one
beneficial ownership of Charter’s Class A common stock as of
vote per share; and
January 31, 2005 by:
(each holder of Class B common stock is entitled to (i) ten
(each person currently serving as a director of Charter;
votes per share of Class B common stock held by such
(the current chief executive officer and individuals named in holder and its affiliates and (ii) ten votes per share of
the Summary Compensation Table; Class B Common Stock for which membership units in
(all persons currently serving as directors and officers of Charter Holdco held by such holder and its affiliates are
Charter, as a group; and exchangeable.
(each person known by us to own beneficially 5% or more
of our outstanding Class A common stock.
Class A Shares
Receivable
Number of Unvested on Exercise Class B Shares
Class A Shares Restricted of Vested Number of Issuable upon % of
(Voting and Class A Shares Options or Other Class B Exchange or % of Voting
Name and Address of Investment (Voting Power Convertible Shares Conversion Equity Power
Beneficial Owner Power)(1) Only)(2) Securities(3) Owned of Units(4) (4)(5) (5)(6)
Paul G. Allen(7) 29,126,463 15,823 10,000 50,000 339,132,031 57.19% 92.54%
Charter Investment, Inc.(8) 222,818,858 42.23% *
Vulcan Cable III Inc.(9) 116,313,173 27.62% *
Robert P. May(10) 19,685 * *
John H. Tory 14,182 15,823 40,000 * *
Marc B. Nathanson 399,882 15,823 50,000 * *
Charles M. Lillis(11) 11,429 18,416 * *
David C. Merritt 9,882 15,823 * *
Jo Allen Patton(12) 10,977 * *
W. Lance Conn(13) 19,231 * *
Jonathan L. Dolgen(10) 19,685 * *
Larry W. Wangberg 12,882 15,823 40,000 * *
Derek Chang 22,500 37,500 121,250
Curtis S. Shaw 5,000 489,250 * *
Michael J. Lovett 7,500 44,375 * *
All current directors and
executive officers as a
group (15 persons) 29,619,923 225,620 1,096,750 50,000 339,132,031 57.32% 92.56%
Carl E. Vogel(14) 208,126 226,666 735,625 * *
Margaret A. Bellville(15) 106,249 * *
Steven A. Schumm(16) 23,276 43,548 216,250 * *
Mark Cuban(17) 19,000,000 6.23% *
Wallace R. Weitz &
Company(18) 26,000,000 8.53% *
Amaranth L.L.C.(19) 21,322,312 6.54%
*Less than 1%.
(1) Includes shares for which the named person has sole voting and investment power; or shared voting and investment power with a spouse. Does not include shares that
may be acquired through exercise of options.
(2) Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock Incentive Plan (including those issued in the February 2004
option exchange for those eligible employees who elected to participate), as to which the applicable director or employee has sole voting power but not investment
power. Excludes certain performance units granted under the Charter 2001 Stock Incentive Plan with respect to which shares will not be issued until the third
anniversary of the grant date and then only if Charter meets certain performance criteria (and which consequently do not provide the holder with any voting rights).
(3) Includes shares of Class A common stock issuable upon exercise of options that have vested or will vest on or before April 1, 2005 under the 1999 Charter
Communications Option Plan and the 2001 Stock Incentive Plan.
(4) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The beneficial owners at December 31, 2004 of Class B common stock,
Charter Holdco membership units and convertible senior notes of Charter are deemed to be beneficial owners of an equal number of shares of Class A common stock
because such holdings are either convertible into Class A shares (in the case of Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for
Class A shares (in the case of the membership units) on a one-for-one basis. Unless otherwise noted, the named holders have sole investment and voting power with
respect to the shares listed as beneficially owned. An issue has arisen as to whether the documentation for the Bresnan transaction was correct and complete with
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