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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
HIGH SPEED ACCESS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
42979U-102
(CUSIP Number)
William D. Savoy Alvin G. Segel, Esq.
Vulcan Ventures Incorporated Irell & Manella LLP
110 - 110th Avenue N.E., Suite 550 1800 Avenue of the Stars
Bellevue, WA 98004 Suite 900
(206) 453-1940 Los Angeles, CA 90067
(310) 277-1010
Curtis S. Shaw, Esq. Leigh P. Ryan, Esq.
Charter Communications Ventures, LLC Paul, Hastings, Janofsky & Walker LLP
1244 Powerscourt Drive, Suite 100 399 Park Avenue, 31st Fl.
St. Louis, MO 63131 New York, NY 10022
(314) 965-0555 (212) 318-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2001
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 42979U-102 13D Page 2 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Vulcan Ventures Incorporated
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
27,798,278 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
27,798,278 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,798,278 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.9% based on 58,697,128 shares of common stock outstanding as of
June 4, 2001, as reported by the Issuer in its Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on July
11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
(1) These shares are directly owned by Vulcan Ventures Incorporated. Paul G.
Allen is the sole shareholder of Vulcan Ventures Incorporated and may be
deemed to have shared voting and dispositive power with respect to such
shares. The reported shares include 20,222,139 shares of common stock owned
by Vulcan Ventures Incorporated and 7,576,139 shares of common stock that
may be obtained upon conversion (at the conversion price in effect as of
the date hereof) of 38,000 shares of Series D Senior Convertible Preferred
Stock owned by Vulcan Ventures Incorporated.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 3 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul G. Allen
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
37,750,198 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
37,750,198 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,750,198 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5% based on 58,697,128 shares of common stock outstanding as of June
4, 2001, as reported by the Issuer in its Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on July 11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
(1) 27,798,278 of these shares are directly owned by Vulcan Ventures
Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures
Incorporated and may be deemed to have shared voting and dispositive power
with respect to such shares. Such shares include 20,222,139 shares of
common stock owned by Vulcan Ventures Incorporated and 7,576,139 shares of
common stock that may be obtained upon conversion (at the conversion price
in effect as of the date hereof) of 38,000 shares of Series D Senior
Convertible Preferred Stock owned by Vulcan Ventures Incorporated. The
reported shares also include 2,575,153 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc., an affiliate of
Mr. Allen. Mr. Allen may be deemed to have shared voting and dispositive
power with respect to such shares. The reported shares also include
7,376,767 shares of common stock that may be obtained upon conversion (at
the conversion price in effect as of the date hereof) of 37,000 shares of
Series D Senior Preferred Stock owned by Charter Communications Ventures,
LLC, an affiliate of Mr. Allen. Mr. Allen may be deemed to have shared
voting and dispositive power with respect to such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 4 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Ventures, LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,697,128 shares of common stock outstanding as of June 4,
2001, as reported by the Issuer in its Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on July 11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc., an affiliate of
Charter Communications Ventures, LLC. Charter Communications Ventures, LLC
may be deemed to have shared voting and dispositive power with respect to
such shares. The reported shares also include 7,376,767 shares of common
stock that may be obtained upon conversion (at the conversion price in
effect as of the date hereof) of 37,000 shares of Series D Senior
Convertible Preferred Stock owned by Charter Communications Ventures, LLC.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 5 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Holdings, LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,607,128 shares of common stock outstanding as of June 4,
2001, as reported by the Issuer in its Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on July 11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc., an affiliate of
Charter Communications Holdings, LLC. Charter Communications Holdings, LLC
may be deemed to have shared voting and dispositive power with respect to
such shares. The reported shares also include 7,376,767 shares of common
stock that may be obtained upon conversion (at the conversion price in
effect as of the date hereof) of 37,000 shares of Series D Senior
Convertible Preferred Stock owned by Charter Communications Ventures, LLC,
an affiliate of Charter Communications Holdings, LLC. Charter
Communications Holdings, LLC may be deemed to have shared voting and
dispositive power with respect to such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 6 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Holding Company, LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS *
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,697,128 shares of common stock outstanding as of June 4,
2001, as reported by the Issuer in its Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on July 11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc., an affiliate of
Charter Communications Holding Company, LLC. Charter Communications Holding
Company, LLC may be deemed to have shared voting and dispositive power with
respect to such shares. The reported shares also include 7,376,767 shares
of common stock that may be obtained upon conversion (at the conversion
price in effect as of the date hereof) of 37,000 shares of Series D Senior
Convertible Preferred Stock owned by Charter Communications Ventures, LLC,
an affiliate of Charter Communications Holding Company, LLC. Charter
Communications Holding Company, LLC may be deemed to have shared voting and
dispositive power with respect to such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 7 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH -----------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,697,128 shares of common stock outstanding as of June 4,
2001, as reported by the Issuer in its Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on July 11, 2001.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc. The reported
shares also include 7,376,767 shares of common stock that may be obtained
upon conversion (at the conversion price in effect as of the date hereof)
of 37,000 shares of Series D Senior Convertible Preferred Stock owned by
Charter Communications Ventures, LLC, an affiliate of Charter
Communications, Inc.. Charter Communications, Inc. may be deemed to have
shared voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 8 of 12 Pages
- -------------------- ------------------
SCHEDULE 13D
This statement, which is being filed by Vulcan Ventures Incorporated, a
Washington corporation ("Vulcan Ventures"), Charter Communications Ventures,
LLC, a Delaware limited liability company ("Charter Ventures"), Charter
Communications Holdings, LLC, a Delaware limited liability company ("Charter
Holdings"), Charter Communications Holding Company, LLC, a Delaware limited
liability company ("Charter Holdco"), Charter Communications, Inc., a Delaware
corporation ("Charter" and together with Charter Ventures, Charter Holdings and
Charter Holdco, the "Charter Reporting Persons"), and Paul G. Allen, the
Chairman, President and sole shareholder of Vulcan Ventures and the Chairman of
Charter ("Mr. Allen", and together with Vulcan Ventures and the Charter
Reporting Persons, the "Reporting Persons"), constitutes Amendment No. 5 to the
Schedule 13D originally filed with the Securities and Exchange Commission (the
"SEC") on June 21, 1999, on Schedule 13D (the "Schedule 13D"), as amended by
Amendment No. 1 filed with the SEC on June 28, 1999, Amendment No. 2 filed with
the SEC on August 24, 1999, Amendment No. 3 filed with the SEC on November 17,
2000 and Amendment No. 4 filed with the SEC on December 13, 2000. The Schedule
13D relates to the common stock, par value $.01 per share, of High Speed Access
Corp., a Delaware corporation (the "Issuer"). The item numbers and responses
thereto below are in accordance with the requirements of Schedule 13D.
Capitalized terms used herein and not defined shall have the meaning set forth
in the Schedule 13D.
Each of the Reporting Persons acknowledges responsibility with respect to
the information provided as to such signatory, but assumes no responsibility
with respect to the information provided as to any other signatory.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On July 31, 2001, Charter proposed to the Issuer the acquisition by Charter
of the turnkey contract and network services agreement between Charter and the
Issuer and the assets used by the Issuer to service those agreements, including
the Issuer's call center and network operations center in Louisville, Kentucky
and all equipment owned by the Issuer in Charter headends and customer homes.
The proposed purchase price for those assets would be approximately $73 million,
consisting of cash and the assumption of certain liabilities, subject to certain
adjustments. As part of the transaction, Charter would tender to the Issuer for
cancellation the 38,000 shares and 37,000 shares of Series D Preferred Stock
held by Vulcan Ventures and Charter Ventures, respectively. Charter proposes to
effectuate that delivery by acquiring the shares of Series D Preferred Stock
held by Vulcan Ventures immediately prior to the closing of the transaction. See
Item 6. Charter's proposal has not been accepted by the Issuer and is subject to
a number of conditions, including approval by the boards of directors of Charter
and the Issuer, approval by the stockholders of the Issuer, third party
consents, satisfactory completion of due diligence and negotiation of definitive
agreements. In connection with the making of the proposal, William D. Savoy,
Jerald L. Kent and Stephen E. Silva, who served as designees of Vulcan Ventures
and Charter Ventures on the Issuer's board of directors, have resigned as
Directors of the Issuer. See Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
to read as follows:
(a) As of the date of this Amendment, Vulcan Ventures, Mr. Allen and
each of the Charter Reporting Persons beneficially own 27,798,278 shares,
37,750,198 shares and 9,951,920 shares, respectively, of the Issuer's common
stock. Such shares include 7,576,139 shares and 7,376,767 shares of common stock
that may be obtained upon conversion (at the conversion price in effect as of
the date hereof) of the 38,000 shares and 37,000 shares of Series D Preferred
Stock held by Vulcan Ventures and Charter Ventures, respectively, and the shares
of common stock issuable upon exercise of the 2,575,153 warrants held by
Charter. The above conversion numbers for the Series D Preferred Stock are based
on a liquidation preference of $1,000 per share of Series D Preferred Stock and
a conversion price of $5.01875 per share of common stock.
Vulcan Ventures', Mr. Allen's and the Charter Reporting Persons'
stockholdings, assuming immediate conversion of all of the shares of Series D
Preferred Stock into shares of common stock and exercise of the warrants,
represent approximately 36.5%, 49.5% and 13.1%, respectively, of the shares of
the Issuer's common stock outstanding, including shares issuable on such
conversion and exercise. But see Item 6.
All of the percentages set forth in this Item 5(a) are based upon
58,697,128 shares of the Issuer's common stock outstanding as of June 4, 2001,
as reported by the
- -------------------- ------------------
CUSIP NO. 42979U-102 13D Page 9 of 12 Pages
- -------------------- ------------------
Issuer in its Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on July 11, 2001.
To the best knowledge of Vulcan Ventures, Mr. Allen and the Charter
Reporting Persons, none of the other parties named in Item 2 owns any of the
Issuer's common stock, except as follows:
William D. Savoy, President and a Director of Vulcan Ventures and a
Director of Charter, Charter Holdco, and Charter Holdings, beneficially owns
immediately exercisable options to acquire 39,009 shares of the Issuer's common
stock. Mr. Savoy resigned as a Director of the Issuer on July 30, 2001. Vulcan
Ventures and the Charter Reporting Persons disclaim beneficial ownership of such
options.
Jerald L. Kent, President, Chief Executive Officer and a Director of
the Charter Reporting Persons, beneficially owns 8,000 shares of the Issuer's
common stock and immediately exercisable options to acquire 50,375 shares of the
Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares and options. Mr. Kent resigned as a
Director of the Issuer on July 30, 2001.
David G. Barford, Executive Vice President and Chief Operating Officer
of the Charter Reporting Persons, beneficially owns 5,700 shares of the Issuer's
common stock as the sole trustee of a family trust. Vulcan Ventures and the
Charter Reporting Persons disclaim beneficial ownership of such shares.
Thomas R. Jokerst, Senior Vice President - Advanced Technology
Development of the Charter Reporting Persons, beneficially owns 35,250 shares of
the Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares.
Kent D. Kalkwarf, Executive Vice President and Chief Financial Officer
of the Charter Reporting Persons, together with his wife, beneficially owns
6,000 shares of the Issuer's common stock. Vulcan Ventures and the Charter
Reporting Persons disclaim beneficial ownership of such shares.
David L. McCall, Senior Vice President of Operations - Eastern Division
of the Charter Reporting Persons, beneficially owns 3,850 shares of the Issuer's
common stock. Vulcan Ventures and the Charter Reporting Persons disclaim
beneficial ownership of such shares.
John C. Pietri, Senior Vice President - Engineering of the Charter
Reporting Persons, beneficially owns 3,850 shares of the Issuer's common stock.
Vulcan Ventures and the Charter Reporting Persons disclaim beneficial ownership
of such shares.
Steven A. Schumm, Executive Vice President, Assistant to the President
of the Charter Reporting Persons, beneficially owns 2,300 shares of the Issuer's
common stock, 1,150 shares of which are owned jointly with his wife and 1,150
shares of which are subject to a trust for the benefit of his mother of which he
is the trustee. Vulcan Ventures and the Charter Reporting Persons disclaim
beneficial ownership of such shares.
Stephen E. Silva, Senior Vice President - Corporate Development and
Technology of the Charter Reporting Persons, beneficially owns 19,250 shares of
the Issuer's common stock and immediately exercisable options to acquire 38,750
shares of the Issuer's common stock. Mr. Silva resigned as a Director of the
Issuer on July 30, 2001. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares and options.
(b) Vulcan Ventures and Mr. Allen have shared voting and dispositive
power with respect to the 27,798,278 shares of the Issuer's common stock owned
directly by Vulcan Ventures. Mr. Allen and the Charter Reporting Persons have
shared voting and dispositive power with respect to the 2,575,153 shares of the
Issuer's common stock issuable upon the exercise of warrants held by Charter and
the 7,376,767 shares of the Issuer's common stock owned directly by Charter
Ventures.
(c) None of Vulcan Ventures, Mr. Allen or the Charter Reporting
Persons have, nor, to the knowledge of Vulcan Ventures, Mr. Allen or the Charter
Reporting Persons, have any of Vulcan Ventures' or the Charter Reporting
Persons' executive officers, directors or controlling persons, effected any
transactions in the Issuer's common stock during the past sixty days.
(d) Neither Vulcan Ventures, Mr. Allen nor the Charter Reporting
Persons know any other person who has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of any common
stock directly owned by Vulcan Ventures, Mr. Allen or the Charter Reporting
Persons.
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 10 of 12 Pages
- -------------------- -------------------
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the following:
In connection with the July 31, 2001 proposal of Charter described in
Item 4, Charter and Vulcan Ventures have reached an understanding that
immediately prior to the closing of that proposed transaction, Charter would
acquire the shares of Series D Preferred Stock held by Vulcan Ventures as well
as Vulcan Venture's interest in its Programming Content Agreement with the
Issuer. That understanding is subject to negotiation of a definitive agreement
between Charter and Vulcan Ventures and approval by the boards of directors of
Charter and Vulcan Ventures.
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 11 of 12 Pages
- -------------------- -------------------
SIGNATURES
After reasonable 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.
Dated: July 31, 2001 VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
--------------------------
Name: William D. Savoy
Title: President
Dated: July 31, 2001 /s/ *
--------------------------
Paul G. Allen
*By: /s/ William D. Savoy
---------------------
William D. Savoy as Attorney in Fact for
Paul G. Allen pursuant to a Power of
Attorney filed on August 30, 1999, with
the Schedule 13G of Vulcan Ventures
Incorporated and Paul G. Allen for
Pathogenesis, Inc., and incorporated
herein by reference
Dated: July 31, 2001 CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: July 31, 2001 CHARTER COMMUNICATIONS HOLDINGS, LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: July 31, 2001 CHARTER COMMUNICATIONS HOLDING COMPANY,
LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
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CUSIP NO. 42979U-102 13D Page 12 of 12 Pages
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Dated: July 31, 2001 CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary