SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3/A
(Rule 13e-100)
Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
(Amendment No. 3)
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
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HIGH SPEED ACCESS CORP.
(Name of Issuer)
HIGH SPEED ACCESS CORP.
CHARTER COMMUNICATIONS, INC.
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
CHARTER COMMUNICATIONS VENTURES, LLC
CC SYSTEMS, LLC
VULCAN VENTURES INCORPORATED
PAUL G. ALLEN
(Name of Person(s) Filing Statement)
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Common Stock
(Title of Class of Securities)
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42979U-102
(CUSIP Number of Class of Securities)
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John G. Hundley William D. Savoy Curtis S. Shaw, Esq.
High Speed Access Corp. Vulcan Ventures Incorporated Charter Communications Holding Company, LLC
10901 West Toller Drive Paul G. Allen CC Systems, LLC
Littleton, Colorado 80127 505 Union Station Charter Communications Ventures, LLC
(720) 922-5200 505 Fifth Avenue South, Suite 900 Charter Communications, Inc.
Seattle, WA 98104 12405 Powerscourt Drive, Suite 100
(206) 342-2000 St. Louis, Missouri 63131
(314) 965-0555
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
Copy of Communications To:
Howard Chatzinoff, Esq. Alvin G. Segel, Esq. Leigh P. Ryan, Esq.
Weil, Gotshal & Manges LLP Irell & Manella LLP Paul, Hastings, Janofsky & Walker LLP
767 Fifth Avenue 1800 Avenue of the Stars 399 Park Avenue, 31st Floor
New York, NY 10153-0019 Suite 900 New York, New York 10022
(212) 310-8000 Los Angeles, CA 90067 (212) 318-6000
(310) 277-1010
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This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation
14C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
b. /_/ The filing of a registration statement under the
Securities Act of 1933.
c. /_/ A tender offer.
d. /_/ None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
Check the following box if the filing is a final amendment reporting
the results of the transaction: |_|
CALCULATION OF FILING FEE
Transaction Valuation $96,889,473.68* Amount of Filing Fee $19,377.89
*For purposes of calculating the filing fee only. The filing fee has been
calculated in accordance with Rule 0-11 under the Exchange Act and is equal to
1/50 of one percent of the aggregate value of the consideration to be received
by the issuer, which consists of a cash payment of $81,100,000 and the transfer
of 75,000 shares of the issuer's Series D Convertible Preferred Stock, valued at
an aggregate of $15,789,473.68 (or approximately $210.53 per share). The
valuation of the shares of Series D Convertible Preferred Stock is based on the
per share price to be paid by CC Systems, Inc. to acquire 38,000 such shares
from Vulcan Ventures Incorporated in a transaction to occur immediately prior to
the transaction described herein.
/X/ Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $19,377.89
Form or Registration No.: Schedule 14A
Filing Party: High Speed Access Corp.
Date Filed: November 2, 2001
INTRODUCTION
This Amendment No. 3 amends and supplements the Transaction Statement
on Schedule 13E-3 filed with the Securities and Exchange Commission on November
5, 2001, as amended and supplemented by Amendment No. 1 filed on December 24,
2001 and Amendment No. 2 filed on January 28, 2002 (the "Schedule 13E-3) by High
Speed Access Corp., a Delaware corporation, the subject company, Charter
Communications Holding Company, LLC, a Delaware limited liability company, a
subsidiary of Charter Communications, Inc., a Delaware corporation, CC Systems,
Inc., a Delaware limited liability company, Charter Communications Ventures,
LLC, a Delaware limited liability company, Vulcan Ventures Incorporated, a
Washington corporation and Paul G. Allen, an individual.
This Amendment No. 3 to the Schedule 13E-3 amends the following item as
follows:
Item 16. Exhibits.
Item 1016.
Item 16 of the Schedule 13E-3 is hereby amended by
adding the following thereto:
(a)(4) Definitive Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
February 1, 2002, is incorporated herein by reference.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 1, 2002 HIGH SPEED ACCESS CORP.
By: /s/ Daniel J. O'Brien
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Name: Daniel J. O'Brien
Title: President, Chief Executive Officer
and Director
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CC SYSTEMS, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
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Name: William D. Savoy
Title: President
PAUL G. ALLEN
By: /s/ William D. Savoy
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William D. Savoy as Attorney in Fact
for Paul G. Allen pursuant to a Power
of Attorney dated December 12, 2001
(filed as an exhibit to Amendment No. 1 to
the Schedule 13E-3 filed on December 24, 2001).
EXHIBIT INDEX
The Exhibit Index for the Schedule 13E-3 is hereby amended by adding
the following thereto:
(a)(4) Definitive Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
February 1, 2002, is incorporated herein by reference.
