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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 1, 2001
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(314) 965-0555
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(Registrant's telephone number, including area code)
ITEM 5. OTHER ITEMS.
On October 1, 2001, Charter Communications Holdings, LLC and its wholly
owned subsidiary Charter Communications Holdings Capital Corporation,
subsidiaries of Charter Communications Inc. (the Company), announced long-term
employment agreements for Kent D. Kalkwarf, Executive Vice President and Chief
Financial Officer; and David G. Barford, Executive Vice President and Chief
Operating Officer. A copy of the press release is being filed as Exhibit 99.1
with this report.
On October 1, 2001, Charter Communications Holdings, LLC and its wholly
owned subsidiary Charter Communications Holdings Capital Corporation,
subsidiaries of Charter Communications Inc. (Charter), and High Speed Access
Corp. announced the signing of a definitive agreement by which Charter has
agreed to purchase substantially all of the assets used by High Speed Access
Corp. to serve Charter's high-speed data customers. A copy of the press release
is being filed as Exhibit 99.2 with this report.
ITEM 7. EXHIBITS.
99.1 Press release dated October 1, 2001 *
99.2 Press release dated October 1, 2001 *
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC
Registrant
By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Dated: October 4, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this Current
Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION
Registrant
By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Dated: October 4, 2001
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Press release dated October 1, 2001.
99.2 Press release dated October 1, 2001.
PRESS RELEASE EXHIBIT 99.1
[Graphic Omitted]
FOR RELEASE: Oct. 1, 2001
NEWS
Charter Signs CFO Kent Kalkwarf and COO Dave Barford
to Long-Term Employment Agreements
Board of Directors Authorizes Issuance of Additional Stock Options to
All Employees
SEATTLE -- Reaffirming his commitment to the senior management of
Charter Communications, Inc. (Nasdaq:CHTR), Paul G. Allen, Chairman of the Board
of Directors, today announced long-term employment agreements for Kent D.
Kalkwarf, Executive Vice President and Chief Financial Officer; and David G.
Barford, Executive Vice President and Chief Operating Officer. Mr. Allen said
Messrs. Kalkwarf and Barford assumed interim responsibility for the duties of
Jerry Kent, formerly President and CEO of Charter, when Mr. Kent chose not to
renew his employment agreement.
"I'm confident we have management in place to maintain a business as
usual atmosphere at Charter under these unique circumstances," Mr. Allen said.
"And I'm very pleased to announce Kent and Dave's long-term commitments
represented by their newly inked employment agreements. They both have always
impressed me and the other members of our Board with their management expertise
and business prowess. I'm confident the employees, shareholders and customers of
Charter are in good hands in the interim, until we name a new President and
CEO."
Mr. Kalkwarf was promoted to Chief Financial Officer in June 1997. Prior
to joining Charter in 1995, he was employed for 13 years by Arthur Andersen LLP.
Mr. Kalkwarf has extensive experience in cable television, retail and
international tax issues. With today's announcement of his long-term employment
agreement with Charter, Mr. Kalkwarf said, "Dave and I are appreciative of the
confidence the Board has shown in giving us these new agreements. We're fully
committed to working with Paul, the rest of the Board, and Charter management to
continue Charter's success as the leading provider of broadband services to our
customers."
Mr. Barford was promoted to Chief Operating Officer in July 2000, having
served previously as Senior Vice President of Operations for Charter's Western
Division. Prior to joining Charter in 1995, he held various senior marketing and
operations positions at Comcast Cable Communications, Inc.
With today's announcement of his long-term agreement with Charter, Mr.
Barford said, "Charter's operations are among the strongest in the cable
industry. Our rebuild program is progressing ahead of schedule and we soon will
have the most advanced infrastructure in the industry. As we continue to roll
out our new advanced services, such as video on demand and high-speed Internet
access, I'm confident that Charter will enjoy even greater success. I look
forward to working with Paul, Kent, the new CEO when he is named, and all of my
other Charter colleagues as we continue to build on Charter's exceptional record
of performance."
Mr. Allen said that in line with today's announcement, members of the
Board also approved and authorized the issuance of additional stock options to
all employees, and the appointment of Marc. B. Nathanson, Vice Chairman, to the
Executive Committee of the Board.
A 32-year veteran of the cable television industry, Mr. Nathanson
founded Falcon Cable TV in 1975, and served as Chief Executive Officer of that
company until it was merged into Charter Communications in 1999, when he was
named to the Charter Board. He joins Mr. Allen and William D. Savoy, President,
Vulcan Inc., as a member of Charter's Executive Committee.
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications, a
Wired World Company(TM), is among the nation's largest broadband communications
companies. Charter provides a full range of advanced broadband services to the
home, including cable television on an advanced digital video programming
platform, marketed under the Charter Digital Cable(TM) brand; and high-speed
Internet access marketed under the Charter Pipeline(TM) brand. Commercial
high-speed data, video and Internet solutions are provided under the Charter
Business Networks(TM) brand. Advertising sales and production services are sold
under the Charter Media(TM) brand. More information about Charter can be found
at www.charter.com.
###
Statements in this press release regarding Charter Communications'
business that are not historical facts may be "forward-looking statements."
Forward-looking statements are inherently subject to risks, uncertainties and
assumptions. Important factors that could cause actual results to differ
materially from any such forward-looking statements are identified in the
reports and documents Charter files from time to time with the U.S. Securities
and Exchange Commission.
CONTACTS:
Media Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com
PRESS RELEASE EXHIBIT 99.2
[Graphic Omitted]
FOR RELEASE: Oct. 1, 2001
NEWS
Charter and HSA Sign Definitive Purchase Agreement
ST. LOUIS, Mo. and LITTLETON, Colo. - Charter Communications, Inc.
(Nasdaq:CHTR) and High Speed Access Corp. (Nasdaq: HSAC) today announced the
signing of a definitive agreement by which Charter has agreed to purchase
substantially all of the assets used by HSA to serve Charter's high-speed data
customers. The purchase price for these assets is $81.1 million in cash, subject
to certain closing adjustments and indemnity reserves, and the assumption of
certain liabilities related to the purchased assets.
In addition, all 75,000 shares of HSA's Series D Senior Convertible
Preferred Stock currently held by Charter and its affiliate, Vulcan Ventures
Incorporated, will be canceled. All warrants currently held by Charter to
purchase shares of HSA common stock will also be canceled.
To assist in a smooth transition, Charter and HSA have also signed a
management agreement allowing Charter to work closely with HSA in servicing
Charter's cable modem customers through the close of the transaction.
"We're pleased to have reached this agreement which provides Charter
with direct responsibility for our cable modem customers and the network that
provides them with high-speed Internet access," said Dave Barford, Charter
Executive Vice President and Chief Operating Officer. "We've achieved the
necessary economies of scale to justify running this business ourselves and
removed the risk of dependency on a third party to fulfill our needs. We now
have the flexibility to run and grow this business as we see fit," he continued.
"In today's highly competitive marketplace, the customer demands a quality
product with reliable service, backed by world class customer care. We believe
we can best meet these demands by assuming direct responsibility of these HSA
assets rather than relying on an independent third party."
"Charter's acquisition of these assets and contracts ensures that more
than two-thirds of our personnel have an opportunity for continued employment
with a company that shares our commitment to customer service excellence,"
stated Daniel J. O'Brien, president and CEO of HSA. "Despite successfully
exceeding our business
plan projections for eight consecutive quarters, we have not been rewarded by
the financial markets and have been unable to secure additional financing. Given
the current economic pressures on our sector, we believe this is also the best
outcome we could possibly achieve for our shareholders."
The agreement has been approved by the directors of Charter and HSA, and
is expected to close later this year subject to certain closing conditions,
including regulatory review and approval by HSA's shareholders. Charter, Vulcan
and HSA directors, who collectively possess a majority of the voting power of
HSA, have agreed to vote their shares in favor of the transaction. The
transaction is also subject to approval by a majority of the votes cast by
holders of HSA's common stock, other than Charter, Vulcan and certain officers
and directors of HSA.
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications, a
Wired World Company(TM), is among the nation's largest broadband communications
companies. Charter provides a full range of advanced broadband services to the
home, including cable television on an advanced digital video programming
platform, marketed under the Charter Digital Cable(TM) brand; and high-speed
Internet access marketed under the Charter Pipeline(TM) brand. Commercial
high-speed data, video and Internet solutions are provided under the Charter
Business Networks(TM) brand. Advertising sales and production services are sold
under the Charter Media(TM) brand.
A Fortune 500 company, Charter is the 2001 recipient of the Outstanding
Corporate Growth Award from the Association for Corporate Growth, the 2001 R.E.
"Ted" Turner Innovator of the Year Award from the Southern Cable
Telecommunications Association, and the 2000 Innovator Award for Technology from
Cablevision Magazine. More information about Charter can be found at
www.charter.com (http://www.charter.com).
About High Speed Access Corp.
High Speed Access Corp. (Nasdaq: HSAC), a Wired World Company(TM), is a provider
of broadband Internet access and related communications services to residential
and commercial customers nationwide, primarily through cable modem technology.
HSA's core service offering currently consists of cable modem-based Internet
access, which HSA offers at several speeds and prices to residential end users
through partnerships with cable multiple system operators.
###
Statements in this press release regarding Charter Communications' business that
are not historical facts may be "forward-looking statements." Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from any
such forward-looking statements are identified in the reports and documents
Charter files from time to time with the U.S. Securities and Exchange
Commission.
Cautionary Note Regarding Forward-Looking Statements about HSA: This
press release contains statements about future events and expectations that are
"forward-looking statements." Any statement in this press release that is not a
statement of historical fact is a forward-looking statement that involves known
and unknown risks, uncertainties and other factors which may cause the company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Specific factors that might cause such a difference
include, but are not limited to: the company's uncertain ability to control
expenses, particularly in light of the current economic environment and the
company's limited capital; the company's history of losses and anticipation of
future losses, the potential fluctuations in the company's operating results;
disruptions to operations and accounting charges that could occur if the company
decided to pursue an acquisition or liquidation; rapid technological change and
evolving industry standards in the markets for the company's services; the
magnitude of any adjustments or reductions to the proceeds received by the
company in connection with the sale of certain of its assets to Charter; the
satisfaction of the conditions to, and the timing of, the consummation of the
sale of certain of its assets to Charter; whether the company consummates the
sale of claim of certain of its assets to Charter; whether the company
consummates an extraordinary transaction; and those risks and uncertainties
discussed in filings made by the company with the Securities and Exchange
Commission. The forward-looking statements in this press release are as of the
date hereof and the company assumes no obligation to update these
forward-looking statements.
CONTACTS:
Media Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com