SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
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. 1)
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
-------------------------------------
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)
-------------------------------------
42979U-102
(CUSIP Number of Class of Securities)
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Charles E. Richardson, III 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: |X|
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. 1 amends and supplements the Transaction Statement
on Schedule 13E-3 filed with the Securities and Exchange Commission on November
5, 2001 (the "Schedule 13E-3) by High Speed Access Corp., a Delaware corporation
("HSA"), the subject company, and Charter Communications Holding Company, LLC, a
Delaware limited liability company ("Charter Holdco"), a subsidiary of Charter
Communications, Inc., a Delaware corporation ("CCI").
This Amendment No. 1 to the Schedule 13E-3 adds CC Systems, Inc., a
Delaware limited liability company ("Charter"), and an indirectly wholly owned
subsidiary of Charter Holdco, as a filing party to the Schedule 13E-3. Charter
became a filing party for purposes of the Schedule 13E-3 as a result of the
execution of an Assignment and Consent, dated as of December 20, 2001, by and
among Charter Holdco, Charter and Vulcan Ventures Incorporated, a Washington
corporation ("Vulcan"), pursuant to which Charter Holdco assigned to Charter (i)
Charter Holdco's right to buy the assets specified in the Asset Purchase
Agreement, Charter Holdco's right to receive the assignment of various contracts
included in the assets to be purchased and Charter Holdco's right to be
designated as an "approved company" under a certain services and technology
agreement specified in the Asset Purchase Agreement, (ii) Charter Holdco's
rights under the license agreement described in the Proxy Statement (defined
below), Charter Holdco's rights under the stock purchase agreement described in
the Proxy Statement between Vulcan and Charter Holdco concerning the sale of HSA
preferred stock by Vulcan to Charter Holdco (the "Stock Purchase Agreement") and
(iii) Charter Holdco's rights under the non-solicitation agreements between
Charter Holdco and each of Daniel J. O'Brien and Gregory G. Hodges described in
the Proxy Statement. Charter agreed to assume the liabilities and perform the
obligations corresponding to the above-described rights. By executing the
Assignment and Consent, Vulcan consented to the assignment of the
above-described stock purchase agreement by Charter Holdco to Charter. None of
the filing parties deems the Amendment and Consent to be a material change in
the transactions contemplated by the Asset Purchase Agreement.
This Amendment No. 1 to the Schedule 13E-3 also adds CCI, Charter
Communications Ventures, LLC, a Delaware limited liability company ("Charter
Ventures"), Vulcan and Paul G. Allen as filing parties to the Schedule 13E-3.
CCI became a filing party due to its entry into a Services and
Management Agreement, dated as of September 28, 2001 (the "Management
Agreement"), pursuant to which CCI agreed to perform certain services previously
performed by HSA under certain network services agreements between CCI and HSA.
A more complete description of the Management Agreement is set forth in the
section of the Proxy Statement entitled "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL
OF OUR ASSETS - Summary of Our Agreements With Charter Holdco, Charter And Their
Affiliates - Other Agreements Related to The Asset Sale - Management Agreement",
which description is incorporated herein by reference.
Charter Ventures became a filing party due to its entry into a Voting
Agreement, dated as of September 28, 2001 (the "Voting Agreement"), pursuant to
which Charter Ventures, Vulcan and the directors of HSA agreed to vote the
shares of common and preferred stock over which they have voting control in
favor of the Asset Purchase Agreement and against any competing proposal. A more
complete description of the Voting Agreement is set forth in the section of the
Proxy Statement entitled "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS
- - Summary of Our Agreements With Charter Holdco, Charter And Their Affiliates -
Other Agreements Related to The Asset Sale - Voting Agreement", which
description is incorporated herein by reference.
Vulcan became a filing party due to its entry into the Voting Agreement
and Stock Purchase Agreement described above and the Stock Purchase Agreement
dated as of November 1, 2001, between Vulcan and HSA (the "Common Stock Purchase
Agreement"), pursuant to which HSA agreed to purchase 20,222,139 shares of HSA
common stock owned by Vulcan. A more complete description of the Common Stock
Purchase Agreement is set forth in the section of the Proxy Statement entitled
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND
THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES
AND VULCAN - Our Agreements with CCI, Charter Ventures and Vulcan -
Common Stock Purchase Agreement", which description is incorporated herein by
reference.
Paul G. Allen became a filing party due to his holding, directly or
indirectly, an amount of capital or voting stock of each of CCI, Charter Holdco,
Charter, Charter Ventures, Vulcan and HSA such that he is deemed to control each
of them.
Concurrently with the filing of this Schedule 13E-3, HSA is filing with
the Securities and Exchange Commission a proxy statement (the "Proxy Statement")
under Regulation 14A of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), relating to the special meeting of stockholders of HSA at which
the stockholders of HSA will consider and vote upon, among other things, a
proposal to approve and adopt the Asset Purchase Agreement and related
transactions.
All references in this Schedule 13E-3 to Items numbered 1001 through
1016 are references to Items contained in Regulation M-A under the Exchange Act.
All information contained in this Schedule 13E-3 concerning any
particular filing party has been provided by that filing party.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated by reference. As of the date hereof,
the Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
Items 1 through 15 are hereby amended and restated in their entirety to
read as follows:
Item 1. Summary Term Sheet.
Item 1001
Summary Term Sheet. The Information contained in the section of
the Proxy Statement entitled "SUMMARY TERM SHEET" is incorporated
herein by reference.
Item 2. Subject Company Information.
Item 1002
(a) Name and Address. The name of the subject company is High
Speed Access Corp. The information contained in the
section of the Proxy Statement entitled "INFORMATION ABOUT
HIGH SPEED ACCESS CORP. - Principal Executive Offices" is
incorporated herein by reference.
(b) Securities. The information contained in the section of
the Proxy Statement entitled "GENERAL INFORMATION - Record
Date and Shares Entitled to Vote" is incorporated herein
by reference.
(c) Trading Market and Price. The information contained in the
section of the Proxy Statement entitled "INFORMATION ABOUT
HIGH SPEED ACCESS CORP. - Trading Market and Price" is
incorporated herein by reference.
(d) Dividends. The information contained in the section of the
Proxy Statement entitled "INFORMATION ABOUT HIGH SPEED
ACCESS CORP. - Dividend Policy" is incorporated herein by
reference.
(e) Prior Public Offerings. The information contained in the
section of the Proxy Statement entitled "INFORMATION ABOUT
HIGH SPEED ACCESS CORP. - Prior Public Offerings" is
incorporated herein by reference.
(f) Prior Stock Purchases. The information contained in the
sections of the Proxy Statement entitled "INFORMATION
ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND
VULCAN AND THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER
HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN - Our
Agreements with CCI, Charter Holdco, Charter Ventures and
Vulcan" and "OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
Item 1003
(a) Name and Address. The information contained in the
sections of the Proxy Statement entitled "INFORMATION
ABOUT HIGH SPEED ACCESS CORP. - Principal Executive
Offices", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT", and "INFORMATION ABOUT CCI, CHARTER
HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND THE
COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN - Information about CCI,
Charter Holdco, Charter Ventures and Vulcan" is
incorporated herein by reference.
(b) Business and Background of Entities. The information
contained in the section of the Proxy Statement entitled
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER VENTURES AND VULCAN
- Information about CCI, Charter Holdco, Charter, Charter
Ventures and Vulcan" is incorporated herein by reference.
None of Charter, CCI, Charter Holdco, Charter Ventures,
Vulcan or Paul G. Allen has been convicted in a criminal
proceeding during the past 5 years and none has been a
party to any judicial or administrative proceeding during
the last 5 years (except for matters that were dismissed
without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
(c) Business and Background of Natural Persons. The
information contained in the sections of the Proxy
Statement entitled "INFORMATION ABOUT HIGH SPEED ACCESS
CORP. - Directors and Executive Officers", "INFORMATION
ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND
VULCAN AND THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER
HOLDCO, CHARTER VENTURES AND VULCAN - Information
about CCI, Charter Holdco, Charter, Charter Ventures and
Vulcan", "INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP
WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND
VULCAN - Relationship of CCI, Charter Holdco, Charter,
Charter Ventures and Vulcan with the Company",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN
- Directors of CCI, Charter Holdco, Charter and Charter
Ventures", "INFORMATION ABOUT CCI, CHARTER HOLDCO,
CHARTER, CHARTER VENTURES AND VULCAN AND THE COMPANY'S
RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN - Directors and Executive Officers of
Vulcan" and "INFORMATION ABOUT CCI, CHARTER HOLDCO,
CHARTER, CHARTER VENTURES AND VULCAN AND THE COMPANY'S
RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN - Executive Officers of CCI, Charter
Holdco, Charter and Charter Ventures" is incorporated
herein by reference. None of the directors, executive
officers or control persons of any of HSA, CCI,
Charter Holdco, Charter Ventures, Vulcan or Charter, or
Paul G. Allen, has been convicted in a criminal proceeding
during the past 5 years and none has been a party to any
judicial or administrative proceeding during the last 5
years (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any
violation of federal or state securities laws.
Item 4. Terms of Transaction.
Item 1004
(a)(1) Material Terms; Tender Offers. Not applicable.
(a)(2) Material Terms; Mergers or Similar Transactions. The
information contained in the sections of the Proxy
Statement entitled "SUMMARY TERM SHEET", "QUESTIONS AND
ANSWERS RELATING TO THE PROPOSAL", "SPECIAL FACTORS:
RECOMMENDATIONS OF THE BOARD OF DIRECTORS; REASONS FOR THE
SALE OF SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS",
"PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS -
Vote Required", "SPECIAL FACTORS: Interests in the Sale of
Assets that Differ from Your Interests", "SPECIAL FACTORS:
Effects of the Asset Sale", "SPECIAL FACTORS: The Charter
Entities' Reasons for the Purchase of Substantially All of
the Company's Assets", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates" and "INFORMATION ABOUT CCI, CHARTER HOLDCO,
CHARTER, CHARTER VENTURES AND VULCAN AND THE COMPANY'S
RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN - Our Agreements with CCI, Charter
Holdco, Charter Ventures and Vulcan" is incorporated
herein by reference.
(b) Purchases. The information contained in the sections of
the Proxy Statement entitled "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale -
Stock Purchase Agreement" and "INFORMATION ABOUT CCI,
CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND
THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO,
CHARTER VENTURES AND VULCAN - Our Agreements with
CCI, Charter Holdco, Charter Ventures and Vulcan - Common
Stock Purchase Agreement" is incorporated herein by
reference.
(c) Different Terms. The information contained in the sections
of the Proxy Statement entitled "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale",
"SPECIAL FACTORS: INTERESTS IN THE SALE OF ASSETS THAT
DIFFER FROM YOUR INTERESTS" and "INFORMATION ABOUT CCI,
CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND
THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO,
CHARTER VENTURES AND VULCAN - Our Agreements with
CCI, Charter Holdco, Charter Ventures and Vulcan - Common
Stock Purchase Agreement" is incorporated herein by
reference.
(d) Appraisal Rights. The information contained in the
sections of the Proxy Statement entitled "PROPOSAL: THE
SALE OF SUBSTANTIALLY ALL OF OUR ASSETS - Vote Required"
and "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS
- Appraisal Rights" is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. None of HSA,
Charter Holdco, CCI, Charter Ventures, Charter or Vulcan
have made any provisions in connection with this
transaction to grant unaffiliated security holders access
to any of their corporate files or to obtain counsel or
appraisal services at the expense of any of them. However,
if shareholders have questions about the Proxy Statement,
they may contact GeorgesonShareholder and the information
contained in the sections of the Proxy Statement entitled
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS RELATING
TO THE PROPOSAL" is incorporated herein by reference.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 1005
(a) Transactions. The transactions between Charter Holdco,
CCI, Charter Ventures, Charter, Vulcan or Paul G. Allen
and/or any of their respective executive officers and
directors, on one hand, and HSA, on the other hand, other
than as described in Items 5(b) and (c) below, are
described in the information contained in the sections of
the Proxy Statement entitled "SPECIAL FACTORS: Background
of the Company's Decision to Sell Substantially All of Its
Assets", "INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP
WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND
VULCAN - Our Agreements with CCI, Charter Holdco, Charter,
Charter Ventures and Vulcan" and "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS", which is incorporated herein by reference.
(b),(c) Significant Corporate Events; Negotiations or Contacts.
The information contained in the sections of the Proxy
Statement entitled "SPECIAL FACTORS: Background of the
Company's Decision to Sell Substantially All of Its
Assets", "SPECIAL FACTORS: Recommendations of the Board of
Directors; Reasons for the Sale of Substantially All of
the Company's Assets", "SPECIAL FACTORS: The Charter
Entities' Reasons for the Purchase of Substantially All of
the Company's Assets", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates" and "INFORMATION ABOUT CCI, CHARTER HOLDCO,
CHARTER, CHARTER VENTURES AND VULCAN AND THE COMPANY'S
RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN - Our Agreements with CCI, Charter
Holdco, Charter Ventures and Vulcan" is incorporated
herein by reference.
(e) Agreements Involving HSA's Securities. The information
contained in the sections of the Proxy Statement entitled
"PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS -
Summary of Our Agreements with Charter Holdco, Charter and
Their Affiliates - The Asset Purchase Agreement",
"PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS -
Summary of Our Agreements with Charter Holdco, Charter and
Their Affiliates - Other Agreements Related to the Asset
Sale - Voting Agreement", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale -
Stock Purchase Agreement", "INFORMATION ABOUT CCI, CHARTER
HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND THE
COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN -- Our Agreements with CCI,
Charter, Charter Ventures and Vulcan - Common Stock
Purchase Agreement", "INFORMATION ABOUT CCI, CHARTER
HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND THE
COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER
VENTURES AND VULCAN -- Our Agreements with CCI, Charter
Holdco, Charter, Charter Ventures and
Vulcan - Preferred Stock Purchase Agreement",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER VENTURES AND VULCAN
-- Our Agreements with CCI, Charter Holdco, Charter,
Charter Ventures and Vulcan - Operating Agreements" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006
(b) Use of Securities Acquired. The information contained in
the sections of the Proxy Statement entitled "PROPOSAL:
THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS - Summary of
Our Agreements with Charter Holdco, Charter and Their
Affiliates - The Asset Purchase Agreement", "PROPOSAL: THE
SALE OF SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale -
Assignment and Consent", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale -
Stock Purchase Agreement" and "INFORMATION ABOUT CCI,
CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND
THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO,
CHARTER VENTURES AND VULCAN - Our Agreements with
CCI, Charter Holdco, Charter Ventures and Vulcan" is
incorporated herein by reference.
(c)(1)-(8) Plans. The information contained in the sections of
the Proxy Statement entitled "QUESTIONS AND ANSWERS
RELATING TO THE PROPOSAL", "SUMMARY TERM SHEET",
"PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS
- Summary of Our Agreements with Charter Holdco,
Charter and Their Affiliates", "SPECIAL FACTORS: Plans
after the Sale of Substantially All of Our Assets",
"SPECIAL FACTORS: Distribution", "PROPOSAL: THE SALE
OF SUBSTANTIALLY ALL OF OUR ASSETS - Nasdaq Listing",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN AND THE COMPANY'S
RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN - Our Agreements with CCI,
Charter Holdco, Charter Ventures and Vulcan",
"INFORMATION ABOUT HIGH SPEED ACCESS CORP. --
Overview", "INFORMATION ABOUT HIGH SPEED ACCESS CORP.
- Recent Developments", "INFORMATION ABOUT HIGH SPEED
ACCESS CORP. - Our Business After the Closing",
"INFORMATION ABOUT HIGH SPEED ACCESS CORP. - Other
Business Opportunities; Possible Dissolution" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" is incorporated
herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
Item 1013
(a)-(c) Purposes; Alternatives; Reasons. The information
contained in the sections of the Proxy Statement entitled
"QUESTIONS AND ANSWERS RELATING TO THE PROPOSAL", "SUMMARY
TERM SHEET", "SPECIAL FACTORS: Background of the Company's
Decision to Sell Substantially All of Its Assets",
"SPECIAL FACTORS: Recommendations of the Board of
Directors; Reasons for the Sale of Substantially All of
the Company's Assets", "SPECIAL FACTORS: Opinions of
Financial Advisors", "INFORMATION ABOUT HIGH SPEED ACCESS
CORP. -- Overview", "SPECIAL FACTORS: The Charter
Entities' Reasons for the Purchase of Substantially All of
the Company's Assets" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- Liquidity and Capital Resources" is incorporated herein
by reference.
(d) Effects. The information contained in the sections of the
Proxy Statement entitled "SPECIAL FACTORS: Plans after the
Sale of Substantially All of Our Assets", "SPECIAL
FACTORS: Distribution", "SPECIAL FACTORS: Effects of the
Asset Sale", "SPECIAL FACTORS: Interests in the Sale of
Assets that Differ from Your Interests", "PROPOSAL: THE
SALE OF SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates", "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF
OUR ASSETS - Nasdaq Listing", "INFORMATION ABOUT HIGH
SPEED ACCESS CORP. - Our Business After the Closing",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER VENTURES AND VULCAN
- Our Agreements with CCI, Charter Holdco, Charter,
Charter Ventures and Vulcan" and "SPECIAL FACTORS:
Recommendations of the Board of Directors; Reasons for the
Sale of Substantially All of the Company's Assets" is
incorporated herein by reference.
Item 8. Fairness of the Transaction
Item 1014
(a),(b) Fairness; Factors Considered in Determining Fairness.
The information contained in the sections of the Proxy
Statement entitled "QUESTIONS AND ANSWERS RELATING TO THE
PROPOSAL--What steps did the board of directors take to
ensure that the sale of assets is fair to the company and
our stockholders?", "SUMMARY TERM SHEET", "SPECIAL
FACTORS: Recommendations of the Board of Directors;
Reasons for the Sale of Substantially All of the Company's
Assets", "SPECIAL FACTORS: Opinions of Financial
Advisors", "SPECIAL FACTORS: Position of the Company as to
the Fairness to Stockholders Unaffiliated with Charter and
Vulcan of the Sale of Substantially All of the Assets" and
"Special Factors: Position of the Charter Entities as to
the Fairness to Stockholders Unaffiliated With any of the
Charter Entities or Vulcan of the Sale of Substantially
All of the Company's Assets and the Management Agreement
With CCI and the Position of Vulcan as to the Fairness to
Stockholders Unaffiliated With any of the Charter Entities
or Vulcan of the Common Stock Purchase From Vulcan" is
incorporated herein by reference.
(c) Approval of Security Holders. The information contained in
the sections of the Proxy Statement entitled "SUMMARY TERM
SHEET", "QUESTIONS AND ANSWERS RELATING TO THE PROPOSAL",
and "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF OUR ASSETS
- Vote Required" is incorporated herein by reference.
(d) Unaffiliated Representative. The information contained in
the sections of the Proxy Statement entitled "SPECIAL
FACTORS: Opinions of Financial Advisors" and "SPECIAL
FACTORS: Position of the Company as to the Fairness to
Stockholders Unaffiliated with Charter and Vulcan of the
Sale of Substantially All of the Assets" is incorporated
herein by reference.
(e) Approval of Directors. The information contained in the
sections of the Proxy Statement entitled "QUESTIONS AND
ANSWERS RELATING TO THE PROPOSAL - What steps did the
board of directors take to ensure that the sale of assets
is fair to the company?", "SPECIAL FACTORS: Background of
the Company's Decision to Sell Substantially All of Its
Assets" and "SPECIAL FACTORS: Recommendations of the Board
of Directors; Reasons
for the Sale of Substantially All of the Company's Assets"
is incorporated herein by reference.
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Item 1015
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary
of the Report, Opinion or Appraisal; Availability of
Documents. The information contained in the sections of
the Proxy Statement entitled "QUESTIONS AND ANSWERS
RELATING TO THE PROPOSAL - What steps did the board of
directors take to ensure that the sale of assets is fair
to the Company?", "SPECIAL FACTORS: Background of the
Company's Decision to Sell Substantially All of the
Assets", "SPECIAL FACTORS: Position of the Company as to
the Fairness to Stockholders Unaffiliated with Charter and
Vulcan of the Sale of Substantially All of the Assets" and
"SPECIAL FACTORS: Opinions of Financial Advisors",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN
- Merrill Lynch Fairness Opinion" and the fairness
opinions attached as Annexes B, C and D to the Proxy
Statement are incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
Item 1007
(a),(b),(d) Source of Funds; Conditions; Borrowed Funds.
The information contained in the sections of the
Proxy Statement entitled INFORMATION ABOUT CCI,
CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN
AND THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER
HOLDCO, CHARTER, Charter Ventures and Vulcan -
Charter Holdco's and Charter's Financing For the
Asset Purchase Transaction" is incorporated herein by
reference.
(c) Expenses. The information contained in the section of the
Proxy Statement entitled "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Transaction Expenses" is
incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
Item 1008
(a) Securities Ownership. The information contained in the
sections of the Proxy Statement entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT",
"INFORMATION ABOUT CCI, CHARTER HOLDCO, CHARTER, CHARTER
VENTURES AND VULCAN AND THE COMPANY'S RELATIONSHIP WITH
CCI, CHARTER HOLDCO, CHARTER VENTURES AND VULCAN
- Information about CCI, Charter Holdco, Charter, Charter
Ventures and Vulcan" and "INFORMATION ABOUT CCI, CHARTER
HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND THE
COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO, CHARTER,
CHARTER VENTURES AND VULCAN - Relationship of CCI, Charter
Holdco, Charter Ventures and Vulcan with the
Company" is incorporated herein by reference.
(b) Securities Transactions. None.
Item 12. The Solicitation or Recommendation.
Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information contained in the sections of the Proxy
Statement entitled "SUMMARY TERM SHEET - Voting
Agreement", "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL OF
OUR ASSETS - Vote Required", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Voting Agreement", "PROPOSAL: THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS - Summary of Our
Agreements with Charter Holdco, Charter and Their
Affiliates - Other Agreements Related to the Asset Sale -
Stock Purchase Agreement" and "INFORMATION ABOUT CCI,
CHARTER HOLDCO, CHARTER, CHARTER VENTURES AND VULCAN AND
THE COMPANY'S RELATIONSHIP WITH CCI, CHARTER HOLDCO,
CHARTER VENTURES AND VULCAN - Our Agreements with
CCI, Charter Holdco, Charter Ventures and Vulcan
- Common Stock Purchase Agreement" is incorporated herein
by reference.
(e) Recommendations of Others. The information contained in
the sections of the Proxy Statement entitled "SPECIAL
FACTORS: Recommendations of the Board of Directors;
Reasons for the Sale of Substantially All of the Company's
Assets", "SPECIAL FACTORS: Position of the Charter
Entities as to the Fairness to Stockholders Unaffiliated
With any of the Charter Entities or Vulcan of the Sale of
Substantially All of the Company's Assets and the
Management Agreement With CCI and the Position of Vulcan
as to the Fairness to Stockholders Unaffiliated With any
of the Charter Entities or Vulcan of the Common Stock
Purchase From Vulcan" and "SPECIAL FACTORS: The Charter
Entities' Reasons for the Purchase of Substantially All of
the Company's Assets" is incorporated herein by reference.
Item 13. Financial Statements.
Item 1010
(a) Financial Information. The information contained in the
sections of the Financial Statements entitled
"Consolidated Balance Sheets as of December 31, 2000 and
1999", "Consolidated Statements of Operations for the
years ended December 31, 2000 and 1999 and the period
April 3, 1998 (Inception) to December 31, 1998",
"Consolidated Statements of Comprehensive Loss for the
years ended December 31, 2000 and 1999 and the period
April 3, 1998 (Inception) to December 31, 1998",
"Consolidated Statement of Stockholders' Equity (Deficit)
for the period April 3, 1998 (Inception) to December 31,
1998 and the years ended December 31, 1999 and 2000",
"Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999 and the period April 3, 1998
(Inception) to December 31, 1998" and "Notes to
Consolidated Financial Statements "on pages F-19 through
F-38 of the Proxy Statement are incorporated herein by
reference. The information contained in the sections of
the Proxy Statement entitled "SELECTED FINANCIAL DATA",
and the information contained in the sections of the Proxy
Statement entitled "Condensed Consolidated Balance Sheets
as of September 30, 2001 and December 31, 2000",
"Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2001 and 2000",
"Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2001 and 2000" and "Notes
to Condensed Consolidated Financial Statements" on pages
F-39 through F-49 of the Proxy Statement are
incorporated herein by reference.
(b) Pro-Forma Information. The information contained in the
sections of the Financial Statements entitled "Unaudited
Pro Forma Condensed Consolidated Financial Information",
"Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Information", "Unaudited Financial Statements of
Business Disposition" and "Notes to Unaudited Business
Disposition Financial Statements" on pages F-2 through
F-17 of the Proxy Statement are incorporated herein by
reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Item 1009
(a),(b) Solicitations or Recommendations; Employees and
Corporate Assets. The information contained in the
sections of the Proxy Statement entitled "GENERAL
INFORMATION -- Solicitation of Proxies", "QUESTIONS AND
ANSWERS RELATING TO THE PROPOSAL -- Who can help answer my
questions?" and "PROPOSAL: THE SALE OF SUBSTANTIALLY ALL
OF OUR ASSETS - Summary of Our Agreements with Charter
Holdco, Charter and Their Affiliates" is incorporated
herein by reference.
Item 15. Additional Information.
Item 1011
(b) Other Material Information. The information contained in
the Proxy Statement, including all annexes thereto, is
incorporated herein by reference.
Item 16. Exhibits.
Item 1016.
Item 16 of the Schedule 13E-3 is hereby amended by
adding the following thereto:
(a)(2) Preliminary Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
December 21, 2001, is incorporated herein by reference.
(b)(1) Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC, and certain lenders
and agents named therein (Incorporated by reference to
Amendment No. 2 to the registration statement on Form S-4
of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499))
(b)(2) First Amendment to Credit Agreement dated as of June 28,
1999 between Charter Communications Operating, LLC,
Charter Communications Holdings LLC and certain lenders
and agents named therein (Incorporated by reference to the
registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on January 25, 2000
(File No. 333-95351))
(b)(3) Second Amendment to Credit Agreement dated as of December
14, 1999 between Charter Communications Operating, LLC,
Charter Communications Holdings LLC and certain lenders
and agents named therein (Incorporated by reference to the
registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on January 25, 2000
(File No. 333-95351))
(b)(4) Third Amendment to Credit Agreement dated as of March 18,
2000, between Charter Communications Operating, LLC,
Charter Communications, LLC and certain lenders and agents
named therein (Incorporated by reference to the annual
report on Form 10-K filed by Charter Communications, Inc.
on March 30, 2000 (File No. 333-
83887))
(b)(5) Form of Credit Agreement, dated as of June 30, 1998, as
Amended and Restated as of November 12, 1999, among Falcon
Cable Communications, LLC, certain guarantors and several
financial institutions or entities named therein
(Incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887))
(d)(5) Assignment and Consent, dated as of December 20, 2001,
between Charter Communications Holding Company, LLC, CC
Systems, LLC and Vulcan Ventures Incorporated
(Incorporated by reference to Exhibit 10.6 to Amendment
No. 8 to the Schedule 13D filed by Charter Communications,
Inc. and certain affiliates on December 21, 2001).
Misc. Power of Attorney of Paul G. Allen, dated as of December
12, 2001, naming William D. Savoy, Joseph D. Franzi and
Allen D. Israel as attorneys-in-fact.
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: December 21, 2001 HIGH SPEED ACCESS CORP.
By: /s/ Daniel J. O'Brien
------------------------------------------
Name: Daniel J. O'Brien
Title: President, Chief Executive Officer
and Director
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ Curtis S. Shaw
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
CC SYSTEMS, LLC
By: /s/ Curtis S. Shaw
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
------------------------------------------
Name: William D. Savoy
Title: President
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
herewith.
EXHIBIT INDEX
The Exhibit Index for the Schedule 13E-3 is hereby amended by adding
the following thereto:
(a)(2) Preliminary Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
December 21, 2001, is incorporated herein by reference.
(b)(1) Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC, and certain lenders
and agents named therein (Incorporated by reference to
Amendment No. 2 to the registration statement on Form S-4
of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June
22, 1999 (File No. 333-77499))
(b)(2) First Amendment to Credit Agreement dated as of June 28,
1999 between Charter Communications Operating, LLC,
Charter Communications Holdings LLC and certain lenders
and agents named therein (Incorporated by reference to the
registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on January 25, 2000
(File No. 333-95351))
(b)(3) Second Amendment to Credit Agreement dated as of December
14, 1999 between Charter Communications Operating, LLC,
Charter Communications Holdings LLC and certain lenders
and agents named therein (Incorporated by reference to the
registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on January 25, 2000
(File No. 333-95351))
(b)(4) Third Amendment to Credit Agreement dated as of March 18,
2000, between Charter Communications Operating, LLC,
Charter Communications, LLC and certain lenders and agents
named therein (Incorporated by reference to the annual
report on Form 10-K filed by Charter Communications, Inc.
on March 30, 2000 (File No. 333-83887))
(b)(5) Form of Credit Agreement, dated as of June 30, 1998, as
Amended and Restated as of November 12, 1999, among Falcon
Cable Communications, LLC, certain guarantors and several
financial institutions or entities named therein
(Incorporated by reference to Amendment No. 3 to the
registration statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999 (File No.
333-83887))
(d)(5) Assignment and Consent, dated as of December 20, 2001,
between Charter Communications Holding Company, LLC, CC
Systems, LLC and Vulcan Ventures Incorporated
(Incorporated by reference to Exhibit 10.6 to Amendment
No. 8 to the Schedule 13D filed by Charter Communications,
Inc. and certain affiliates on December 21, 2001).
Misc. Power of Attorney of Paul G. Allen, dated as of December
12, 2001, naming William D. Savoy, Joseph D. Franzi and
Allen D. Israel as attorneys-in-fact.
Misc.
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of William D.
Savoy, Joseph D. Franzi and Allen D. Israel, signing singly, with full power of
substitution, as the true and lawful attorney of the undersigned, and authorizes
and designates him to sign on behalf of the undersigned, and to file filings and
any amendments thereto made by or on behalf of the undersigned pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, with respect to High Speed
Access Corporation, a Delaware corporation ("HSA"), whether in respect of the
ownership of equity securities of HSA held by the undersigned, directly,
indirectly or beneficially, or otherwise. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(e) of the Exchange Act and the rules and regulations
thereunder. This Power of Attorney shall remain in full force and effect until
withdrawn by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of December, 2001.
/s/ Paul G. Allen
--------------------------
Paul G. Allen
