Charter 2004 Annual Report Download - page 90

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
regard to the ultimate ownership of the CC VIII, LLC membership interests following the consummation of the Bresnan put transaction on June 6, 2003. See ‘‘Item 13.
Certain Relationships and Related Transactions — Transactions Arising out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc.
and Its Subsidiaries — Equity Put Rights — CC VIII.’’
(5) The calculation of this percentage assumes for each person that:
(304,795,728 shares of Class A common stock are issued and outstanding as of January 31, 2005;
(50,000 shares of Class B common stock held by Mr. Allen have been converted into shares of Class A common stock;
(the acquisition by such person of all shares of Class A common stock that such person or affiliates of such person has the right to acquire upon exchange of
membership units in subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or 5.875% or 4.75% convertible senior notes;
(the acquisition by such person of all shares that may be acquired upon exercise of options to purchase shares or exchangeable membership units that have vested or
will vest by March 1, 2005; and
(that none of the other listed persons or entities has received any shares of Class A common stock that are issuable to any of such persons pursuant to the exercise of
options or otherwise.
A person is deemed to have the right to acquire shares of Class A common stock with respect to options vested under the 1999 Charter Communications Option Plan.
When vested, these options are exercisable for membership units of Charter Holdco, which are immediately exchanged on a one-for-one basis for shares of Charter
Class A common stock. A person is also deemed to have the right to acquire shares of Class A common stock issuable upon the exercise of vested options under the
2001 Stock Incentive Plan.
(6) The calculation of this percentage assumes that Mr. Allen’s equity interests are retained in the form that maximizes voting power (i.e., the 50,000 shares of Class B
common stock held by Mr. Allen have not been converted into shares of Class A common stock; that the membership units of Charter Holdco owned by each of
Vulcan Cable III Inc. and Charter Investment, Inc. have not been exchanged for shares of Class A common stock).
(The total listed includes:
(222,818,858 membership units in Charter Holdco held by Charter Investment, Inc.; and
(116,313,173 membership units in Charter Holdco held by Vulcan Cable III Inc.
The listed total excludes 24,273,943 shares of Class A common stock issuable upon exchange of units of Charter Holdco, which may be issuable to Charter Investment,
Inc. (which is owned by Mr. Allen) as a consequence of the closing of his purchase of the membership interests in CC VIII, LLC that were put to Mr. Allen and were
purchased by him on June 6, 2003. An issue has arisen regarding the ultimate ownership of such CC VIII, LLC membership interests following the consummation of
such put transaction. See ‘‘Item 13. Certain Relationships and Related Transactions — Transactions Arising out of Our Organizational Structure and Mr. Allen’s
Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.’’
The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.
(8) Includes 222,818,858 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to
shares of Class A common stock on a one-for-one basis. The address of this person is Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO 63131.
(9) Includes 116,313,173 membership units in Charter Holdco, which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to
shares of Class A common stock on a one-for-one basis. The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.
(10) Mr. May and Mr. Dolgen were elected to the board of directors of Charter on October 21, 2004 and were each granted 19,685 shares on October 21, 2004 which will
fully vest on October 21, 2005.
(11) Mr. Lillis was granted 11,429 shares of restricted Class A common stock on October 3, 2003, which vested fully on October 3, 2004. He was granted 18,416 shares of
restricted Class A common stock on October 3, 2004, which will vest fully on October 3, 2005.
(12) Ms. Patton was appointed to the board of directors of Charter on April 27, 2004 and was granted 10,997 shares on that date which will vest fully on April 27, 2005.
(13) Mr. Conn was elected to the board of directors of Charter on September 24, 2004 and was granted 19,231 shares on September 30, 2004, which will vest fully on
September 30, 2005.
(14) Mr. Vogel terminated his employment effective on January 17, 2005. His stock options and restricted stock shown in this table continue to vest through December 31,
2005, and his options will be exercisable for another 60 days thereafter.
(15) Ms. Bellville resigned from Charter effective September 30, 2004. Under the terms of her separation agreement, her options will continue to vest until December 31,
2005, and all vested options are exercisable until sixty (60) days thereafter.
(16) Includes 1,000 shares for which Mr. Schumm has shared investment and voting power. Mr. Schumm’s employment was terminated effective January 28, 2005. His stock
options and restricted stock shown in this table continue to vest for 65 weeks following his termination, and his options will be exercisable for another 60 days
thereafter.
(17) The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC May 21, 2003. The address of this person is: 5424 Deloache, Dallas,
Texas 75220.
(18) The equity ownership reported in this table, for both the named holder and its president and primary owner, Wallace R. Weitz, is based upon holders’ Schedule 13G
filed with the SEC on January 12, 2005, and reflects the holders’ ownership in its capacity as an investment advisor and not ownership for its own account. The address
of this person is: 1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124-6008.
(19) The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 2, 2005. The address of this person is: c/o Amaranth
Advisors L.L.C., One American Lane, Greenwich, Connecticut, 06831.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following information is provided as of December 31, 2004 with respect to equity compensation plans:
Number of securities Number of securities
to be issued upon Weighted average remaining available
exercise of outstanding exercise price of for future issuance
options, warrants outstanding options, under equity
Plan Category and rights warrants and rights compensation plans
Equity compensation plans approved by security holders 24,834,513(1) $ 6.57 54,701,158
Equity compensation plans not approved by security holders 475,653(2) $10.39 —
TOTAL 25,310,166 $ 6.64 54,701,158
(1) This total does not include 2,076,860 shares issued pursuant to restricted stock grants made under our 2001 Stock Incentive Plan, which were subject to vesting based on
continued employment or 6,899,600 performance shares issued under our LTIP plan, which were subject to vesting upon achievement of certain performance criteria.
(2) Includes shares of Class A common stock to be issued upon exercise of options granted pursuant to an individual compensation agreement with a consultant. We have
agreed to exchange 186,385 of these options for 18,638 shares of Class A common stock.
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