- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 1 of 13 Pages
- -------------------- -------------------
================================================================================
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. 9)*
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
505 Union Station 1800 Avenue of the Stars
505 Fifth Avenue South, Suite 900 Suite 900
Seattle, WA 98104 Los Angeles, CA 90067
(206) 342-2000 (310) 277-1010
Curtis S. Shaw, Esq. Leigh P. Ryan, Esq.
Charter Communications Ventures, LLC Paul, Hastings, Janofsky & Walker
12405 Powerscourt Drive, Suite 100 LLP
St. Louis, MO 63131 399 Park Avenue, 31st Fl.
(314) 965-0555 New York, NY 10022
(212) 318-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2002
(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).
================================================================================
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 2 of 13 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*
Not applicable
- ------------------------------------------------
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 BENEFICIALLY 8. SHARED VOTING POWER
-0- SHARES
OWNED BY --------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH REPORTING PERSON -0- SHARES
--------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- SHARES
- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- ------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/
- ------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 3 of 13 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*
Not applicable
- -------------------------------------------------
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
- ------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
-0- SHARES
BENEFICIALLY OWNED --------------------------------------------
8. SHARED VOTING POWER
BY EACH REPORTING -0- SHARES
--------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
-0- SHARES
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- -------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /-/
- -------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 4 of 13 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*
Not applicable
- ------------------------------------------------
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
- ------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
-0- SHARES
BENEFICIALLY OWNED -------------------------------------------------
8. SHARED VOTING POWER
BY EACH REPORTING -0- SHARES
-------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
-0- SHARES
WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- ------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/
- ------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 5 of 13 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*
Not applicable
- ------------------------------------------------
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
- ------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
-0- SHARES
BENEFICIALLY ----------------------------------------------------
8. SHARED VOTING POWER
OWNED BY EACH -0- SHARES
----------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
-0- SHARES
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /-/
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 6 of 13 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*
Not applicable
- ------------------------------------------------
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
- ------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
-0- SHARES
SHARES BENEFICIALLY --------------------------------------------
8. SHARED VOTING POWER
OWNED BY EACH -0- SHARES
--------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH -0- SHARES
--------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- ------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /-/
- ------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 7 of 13 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*
Not applicable
- ------------------------------------------------
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
- ------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
-0- SHARES
SHARES BENEFICIALLY --------------------------------------------
8. SHARED VOTING POWER
OWNED BY EACH -0- SHARES
--------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
-0- SHARES
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
- ------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- SHARES
- ------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /-/
- ------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 8 of 13 Pages
- -------------------- -------------------
SCHEDULE 13D
This statement, which is being filed by Vulcan Ventures Incorporated, a
Washington corporation ("Vulcan"), 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 and the Chairman of Charter ("Mr.
Allen", and together with Vulcan and the Charter Reporting Persons, the
"Reporting Persons"), constitutes Amendment No. 9 to the Schedule 13D originally
filed with the Securities and Exchange Commission (the "SEC") on June 21, 1999
(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, Amendment No. 4 filed with the SEC on
December 13, 2000, Amendment No. 5 filed with the SEC on August 1, 2001,
Amendment No. 6 filed with the SEC on October 1, 2001, Amendment No. 7 filed
with the SEC on November 2, 2001 and Amendment No. 8 filed with the SEC on
December 26, 2001. This 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 in this Amendment No. 9 and
not defined shall have the meaning set forth in this 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.
Consummation of Transactions Contemplated by the Asset Purchase Agreement and
Related Agreements
- -----------------------------------------------------------------------------
This Amendment No. 9 is filed to report the result of the transactions
contemplated by the Asset Purchase Agreement and related agreements previously
described in this Schedule 13D.
On February 28, 2002, Charter Holdco, CC Systems, Vulcan and the Issuer
consummated the transactions contemplated by the Asset Purchase Agreement and
related agreements by taking the following actions:
1. CC Systems' source of acquisition funds. Two indirect wholly owned
subsidiaries of Charter Holdings, Charter Communications Operating, LLC and
Falcon Cable Communications, LLC, obtained funds in the amount of
$77,487,584 from a combination of their working capital and drawdowns on
the credit facilities described below under Item 3 and transferred those
funds to Charter Holdings as a repayment of certain intercompany
receivables held by Charter Holdings. Charter Holdings, the indirect 100%
parent of CC Systems, then transferred that $77,487,584 to CC Systems as a
contribution to capital.
2. Pre-closing transfers of Charter Warrants. Charter Holdco transferred the
Charter Warrants it held to Charter Holdings as a contribution to capital,
which Charter Holdings in turn transferred to CC Systems as a contribution
to capital.
3. Pre-closing transfers of Charter Ventures' shares of Series D Preferred
Stock. Charter Ventures transferred the 37,000 shares of Series D Preferred
Stock of the Issuer it held to Charter Holdings as a distribution and
Charter Holdings in turn transferred those shares to CC Systems as a
contribution to capital.
4. Closing. At closing:
o The Issuer conveyed title to the assets purchased under the Asset
Purchase Agreement to CC Systems.
o CC Systems wired funds in the amount of $77,487,584 (the "acquisition
funds") to the Issuer.
o CC Systems delivered to the Issuer 37,000 shares of Series D Preferred
Stock and the Charter Warrants.
o The Issuer purchased 20,222,139 shares of its common stock and 38,000
shares of its Series D Preferred Stock from Vulcan for $4,448,870 in
the aggregate for the common stock ($.22 per share of common stock),
and $8,000,000 in the aggregate for the preferred stock.
At the conclusion of the above-described transactions, none of the
Reporting Persons beneficially owned any securities of the Issuer and the Issuer
is no longer affiliated with any of the Reporting Persons.
Additional purchase price adjustments may be made as provided in the
Asset Purchase Agreement.
ITEM 2. IDENTITY AND BACKGROUND
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 9 of 13 Pages
- -------------------- -------------------
Item 2 of this Schedule 13D is hereby amended to reflect the following:
John H. Tory has been a director of Charter since December 2001. Mr.
Tory is the President and Chief Executive Officer of Rogers Cable Inc., Canada's
largest broadband cable operator, and has held that position since April 1999.
From 1995 to 1999, Mr. Tory was President and Chief Executive Officer of Rogers
Media Inc., a broadcasting and publishing company. Prior to joining Rogers
Media, Mr. Tory was a managing partner and member of the executive committee at
Tory, Tory, DesLauriers & Binnington, one of Canada's largest law firms. Mr.
Tory serves on the board of a number of Canadian companies, including Rogers
Cable Inc., Rogers Media Inc., Cara Operations Limited, Enbridge Consumers Gas
and the Toronto Blue Jays Baseball Club. He also served for nine years as the
Chairman of the Canadian Football League, including four years as League
Commissioner. Mr. Tory was educated at University of Toronto Schools, Trinity
College (University of Toronto) and Osgoode Hall Law School. Mr. Tory is a
citizen of Canada.
Larry W. Wangberg has been a director of Charter since January 29,
2002. He has also been the Chairman and Chief Executive Officer of TechTV Inc.,
a cable television network, since 1997. He recently announced his intention to
step down as the head of TechTV Inc., but will maintain his current position
until a successor is named and afterwards will continue to serve as a director
of TechTV Inc. Prior to joining TechTV Inc., Mr. Wangberg was Chairman and Chief
Executive Officer of StarSight Telecast Inc., an interactive navigation and
program guide company which later merged with Gemstar International, from 1994
to 1997. Mr. Wangberg was Chairman and Chief Executive Officer of Times Mirror
Cable Television and Senior Vice President of its corporate parent, Times Mirror
Co., from 1983 to 1994. He currently serves on the boards of TechTV Inc.,
Autodesk Inc. and ADC Telecommunications. Mr. Wangberg holds a bachelor's degree
in mechanical engineering and a master's degree in industrial engineering, both
from the University of Minnesota.
J. Christian Fenger has been Senior Vice President of Operations -
Western Division for Charter since January 2002, having previously served as
Vice President and Senior Vice President of Operations for our North Central
Region since September 1998. From October 1992 until joining Charter in
September 1998, Mr. Fenger served as the Vice President of Operations for Marcus
Cable, a cable television company. Prior to that, he was the Regional Manager of
Simmons Cable TV from 1986 until 1992. Mr. Fenger received his bachelor's degree
and his master's degree in communications management from Syracuse University's
Newhouse School of Public Communications.
William J. Shreffler has been Senior Vice President of Operations -
Central Division for Charter since January 2002, having previously served as
Senior Vice President for the Central Region and Vice President of Operations
for the Michigan region. Prior to joining Charter in November 1999, Mr.
Shreffler acted as a Managing Director of Cablevision, a cable television
company, from January 1999 to October 1999. Between 1995 and December 1998, he
held various positions with Century Communications, a telecommunications
company, most recently as its Group Vice President. From 1985 to 1995, Mr.
Shreffler acted as the Regional Controller for American Cable Systems and
following the acquisition of American by Continental Cablevision, as its General
Manager in its Chicago region. Mr. Shreffler holds degrees from Robert Morris
University and Duquesne University.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of this Schedule 13D is hereby amended by replacing the text
added to Item 3 by Amendment No. 8 with the following:
CC Systems received the acquisition funds from its indirect 100% parent
Charter Holdings as a contribution to capital.
Charter Holdings received the acquisition funds from one or both of
Charter Communications Operating, LLC ("Charter Operating") or Falcon Cable
Communications, LLC ("Falcon" and together with Charter Operating, referred to
as the funding subsidiaries), each of which is an indirect wholly owned
subsidiary of Charter Holdco, as a repayment of certain intercompany receivables
held by Charter Holdings. The funding subsidiaries obtained the acquisition
funds from a combination of their working capital and drawdowns on the credit
facilities described below.
The credit facility for Charter Operating was entered into on March 18,
1999, amended and restated on January 3, 2002, and consists of senior secured
credit facilities arranged by Chase Securities Inc., Nationsbanc Montgomery
Securities LLC and TD Securities (USA) Inc. These credit facilities are
guaranteed by Charter Holdings and by Charter Operating's subsidiaries and are
secured by pledges of intercompany obligations and ownership interests. These
credit facilities include Tranche A and B term loans and a revolving loan with
an aggregate $1.34 billion borrowing limit. The final maturity date for both the
Tranche A term loan and the revolving loan is September 18, 2007. The final
maturity dates for the two Tranche B term loans are March 2008 and September 18,
2008. The interest rate on the Tranche A and B term loans and the revolving loan
may be determined by two options, a base rate option, which is generally the
"prime rate" of interest plus a margin ranging from 0.5% to 1.75% depending on
the leverage ratio of Charter Operating and its subsidiaries and an interbank
Eurodollar rate plus a margin ranging from 1.5% to 2.75% also depending on the
leverage ratio of Charter Operating and its subsidiaries. The effective rate
under Charter Operating's revolving loan will depend on the prime rate or the
interbank Eurodollar rate and the margin applicable at the time.
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 10 of 13 Pages
- -------------------- -------------------
The foregoing description of Charter Operating's credit facilities is
not, and does not purport to be, complete and is qualified in its entirety to
Charter Operating's Credit Agreement and the First, Second and Third Amendments
to that Credit Agreement, copies of which have been previously filed as Exhibits
10.2, 10.3, 10.4 and 10.5, respectively, to this Schedule 13D, as well as an
amendment and restatement of those credit facilities, which is filed herewith as
Exhibit 10.14.
Falcon's credit facilities with BankBoston, N.A., Bank of America, N.A.
and the Chase Manhattan Bank, as agents, were amended and restated as of
September 26, 2001, and are senior secured credit facilities guaranteed by
Falcon's direct parent, which is an affiliate of Charter Holdco, and by Falcon's
subsidiaries and are secured by pledges of intercompany obligations and
ownership interests. These credit facilities currently permit maximum borrowing
of $1.25 billion and include Term Loans B and C and three revolving loan
facilities. The final maturity dates for the revolving loan and the supplemental
revolving loan are December 29, 2006 and December 31, 2007, respectively. The
final maturity date for Term Loans B and C are June 29, 2007 and December 31,
2007, respectively. The interest rate on Term Loans B and C and the revolving
loan facilities may be determined by two options, a base rate options, which is
generally the "prime rate" of interest plus a margin ranging from 0% to 1.5%,
depending on the leverage ratio of Falcon and its subsidiaries, and an interbank
Eurodollar rate plus a margin ranging from 1.0% to 2.5%, also depending on the
leverage ratio of Falcon and its subsidiaries. The effective rate under Falcon's
revolving loan and supplemental revolving loan will depend on the prime rate and
the margin applicable at the time.
The foregoing description of Falcon's credit facilities is not, and
does not purport to be, complete and is qualified in its entirety to Falcon's
Form of Credit Agreement, a copy of which has been previously filed as Exhibit
10.6 to this Schedule 13D, as well as an amendment and restatement of those
credit facilities, which is filed herewith as Exhibit 10.15.
Charter Operating and Falcon plan to repay any borrowings made under
their respective credit facilities for purposes of consummating the transactions
contemplated by the Asset Purchase Agreement and related agreements in the
ordinary course of business, substantially consistent with their past practice
of borrowing and repaying similar amounts under their credit facilities.
In addition, the matters set forth in the introduction to this
Amendment No. 9 under the heading "Consummation of Transactions Contemplated by
the Asset Purchase Agreement and Related Agreements" are incorporated in this
Item 3 by reference as if fully set forth herein.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is hereby amended by adding the following:
In addition, the matters set forth in the introduction to this
Amendment No. 9 under the heading "Consummation of Transactions Contemplated by
the Asset Purchase Agreement and Related Agreements" are incorporated in this
Item 4 by reference as if fully set forth herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of this Schedule 13D is hereby amended and restated to read
as follows:
(a) As of the date of this Amendment No. 9, none of the
Reporting Persons beneficially owns any shares of the Issuer's issued
and outstanding common stock.
The remaining text of Item 5(a) of this Schedule 13D beginning with the
words "[a]ll of the percentages set forth in this Item 5(a) . . ." is not
amended or restated in any way.
Item 5(b) of this Schedule 13D is hereby amended and restated to read
as follows:
(b) As of the date of this Amendment No. 9, none of the
Reporting Persons owns any securities of the Issuer or have sole or
shared power to direct the voting of any such securities. With respect
to the officers and directors of the Reporting Persons, the information
provided under Item 5(a) is hereby incorporated by reference.
Item 5(c) of this Schedule 13D is hereby amended and restated to read
as follows:
(c) None of the Reporting Persons has, nor to the knowledge of
each of the Reporting Persons, have any of the Reporting Persons'
executive officers, directors or controlling persons, effected any
transactions in the Issuer's common stock or Series D Preferred stock
during the past sixty days other than as described in this Amendment
No. 9. The matters set forth in the introduction to this Amendment No.
9 under the heading "Consummation of Transactions Contemplated by the
Asset Purchase Agreement and Related Agreements" are incorporated in
this Item 5(c) by reference as if fully set forth herein.
Item 5(d) remains true and correct and is not hereby amended.
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 11 of 13 Pages
- -------------------- -------------------
Item 5(e) is hereby amended and restated to read as follows:
(e) As of February 28, 2002, each of the Reporting Persons
ceased to beneficially own any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of this Schedule 13D is hereby amended by adding the following:
Termination of Stock Purchase Agreement
- ---------------------------------------
On February 27, 2002, CC Systems, LLC, as assignee of Charter Holdco
under the Assignment and Consent previously described in this Schedule 13D, and
Vulcan executed a letter agreement that terminated the Stock Purchase Agreement.
A copy of this letter agreement is filed herewith as Exhibit 10.12.
Indemnification Letter Agreement
- --------------------------------
In connection with the closing of the transactions contemplated by the
Asset Purchase Agreement, Charter Holdco and CC Systems executed a letter
agreement with the Issuer, dated as of February 28, 2002, pursuant to which
Charter Holdco and CC Systems agreed: (i) to reduce the amount that they held
back from the purchase price to satisfy the settlement of future indemnity
claims to $2 million; (ii) to unconditionally release the Issuer after 24 months
for any liability for indemnification claims against it relating to taxes; and
(iii) to release to the Issuer, on the twelve month anniversary of the closing,
any amounts remaining in the indemnification holdback that are not subject to
pending claims. A copy of this letter agreement is filed herewith as Exhibit
10.13.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of this Schedule 13D is hereby amended by adding the following:
Exhibit 10.12 Letter Agreement, dated February 27, 2002, between CC
Systems, LLC and Vulcan Ventures Incorporated.
Exhibit 10.13 Letter Agreement, dated February 28, 2002, between
Charter Communications Holding Company, LLC, CC
Systems, LLC and High Speed Access Corp.
Exhibit 10.14 Credit Agreement, dated as of March 18, 1999, as
amended and restated on January 2, 2002, between
Charter Communications Operating, LLC, Charter
Communications Holdings, LLC and certain lenders and
agents named therein (Incorporated by reference to the
Current Report on Form 8-K filed by Charter
Communications, Inc. on January 24, 2002 (File No.
000-27927)).
Exhibit 10.15 Credit Agreement, dated as of June 30, 1998, as
amended and restated as of September 26, 2001, among
Falcon Cable Communications, LLC, certain guarantors,
and several financial institutions or entities named
therein (Incorporated by reference to the quarterly
report on Form 10-Q filed by Charter Communications,
Inc. on November 14, 2001 (File No. 000-27927)).
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 12 of 13 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: March 12, 2002 VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
-------------------------------------------
Name: William D. Savoy
Title: President
Dated: March 12, 2002 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: March 12, 2002 CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
-------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 12, 2002 CHARTER COMMUNICATIONS HOLDINGS, LLC
By: /s/ Curtis S. Shaw
-------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 12, 2002 CHARTER COMMUNICATIONS HOLDING Company, LLC
By: /s/ Curtis S. Shaw
-------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 12, 2002 CHARTER COMMUNICATIONS, Inc.
By: /s/ Curtis S. Shaw
-------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
- -------------------- -------------------
CUSIP NO. 42979U-102 13D Page 13 of 13 Pages
- -------------------- -------------------
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 10.12 Letter Agreement, dated February 27, 2002, between CC Systems,
LLC and Vulcan Ventures Incorporated.
Exhibit 10.13 Letter Agreement, dated February 28, 2002, between Charter
Communications Holding Company, LLC, CC Systems, LLC and High
Speed Access Corp.
Exhibit 10.14 Credit Agreement, dated as of March 18, 1999, as amended and
restated on January 2, 2002, between Charter Communications
Operating, LLC, Charter Communications Holdings, LLC and
certain lenders and agents named therein (Incorporated by
reference to the Current Report on Form 8-K filed by Charter
Communications, Inc. on January 24, 2002 (File No. 000-27927)).
Exhibit 10.15 Credit Agreement, dated as of June 30, 1998, as amended and
restated as of September 26, 2001, among Falcon Cable
Communications, LLC, certain guarantors, and several financial
institutions or entities named therein (Incorporated by
reference to the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No. 000-27927)).
EXHIBIT 10.12
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
12405 Powerscourt Drive
St. Louis, MO 63131
February 28, 2002
High Speed Access Corp.
10901 West Toller Drive
Littleton, Co 80127
Vulcan, Inc.
505 Union Station
505 Fifth Avenue South, Suite 900
Seattle, WA 98104
Ladies and Gentlemen:
Reference is made to that certain asset purchase agreement, dated
September 28, 2001 (the "Asset Purchase Agreement"), by and between High Speed
Access Corp. ("HSA") and CC Systems, LLC ("CC Systems"), as assignee of Charter
Communications Holding Company, LLC ("Holdco"). All capitalized terms used
herein but not defined are used herein as defined in the Asset Purchase
Agreement.
Delivery of the 75,000 shares of Series D Preferred Stock to HSA as
contemplated by Section 4.03(d) of the Asset Purchase Agreement shall be
implemented as follows: (a) CC Systems shall deliver 37,000 shares of Series D
Preferred Stock to HSA; (b) CC Systems shall deliver $8,000,000, by wire
transfer of immediately available funds, to HSA and HSA shall use these funds to
purchase 38,000 shares of Series D Preferred Stock directly from Vulcan Ventures
Incorporated ("Vulcan") at the Closing; and (c) Vulcan agrees to sell such
shares of Series D Preferred Stock directly to HSA at the Closing for
$8,000,000, payable by wire transfer of immediately available funds. Vulcan
represents and warrants to HSA that Vulcan is the record and beneficial owner of
the 38,000 shares of Series D Preferred Stock and that it will deliver such
shares to HSA free and clear of any Liens, other than any restrictions on
transfer which may arise under applicable federal and state securities laws. CC
Systems represents and warrants to HSA that CC Systems is the record and
beneficial owner of the 37,000 shares of Series D Preferred Stock and that it
will deliver such shares to HSA free and clear of any Liens, other than any
restrictions on transfer which may arise under applicable federal and state
securities laws.
Please indicate your concurrence with the foregoing by returning a
signed copy to the undersigned.
Sincerely,
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
By: /s/ Curtis S. Shaw
------------------------------------
Name: Curtis S. Shaw
Title: Exective Vice President, General
Counsel and Secretary
Concurring, as of the date first
written above.
HIGH SPEED ACCESS CORP.
By: /s/ John Hundley
---------------------------------------
Name: John Hundley
Title: Executive Vice President, General
Counsel and Secretary
VULCAN, INC.
By: /s/ William D. Savoy
---------------------------------------
Name: William D. Savoy
Title: President
2
EXHIBIT 10.13
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
12405 Powerscourt Drive
St. Louis, MO 63131
February 28, 2002
High Speed Access Corp.
10901 West Toller Drive
Littleton, Co 80127
Ladies and Gentlemen:
Reference is made to that certain asset purchase agreement, dated
September 28, 2001 (the "Asset Purchase Agreement"), by and between High Speed
Access Corp. ("HSA") and CC Systems, LLC ("CC Systems"), as assignee of Charter
Communications Holding Company, LLC ("Holdco"). All capitalized terms used
herein but not defined are used herein as defined in the Asset Purchase
Agreement.
1. Waiver by Holdco and CC Systems of Certain Provisions Relating to
Indemnification. Notwithstanding any provisions of the Asset Purchase Agreement
to the contrary, Holdco and CC Systems hereby agree:
(a) pursuant to Sections 3.02(b) and 11.07 of the Asset
Purchase Agreement, to only set aside and hold back from the Purchase Price (as
adjusted pursuant to Section 3.03 Asset Purchase Agreement) an amount in cash
equal to Two Million Dollars ($2,000,000), as the "Indemnification Holdback"
under the Asset Purchase Agreement, for use in effecting the settlement of
indemnity claims arising under Article XI of the Asset Purchase Agreement;
(b) to unconditionally release HSA from any and all liability
or potential liability, arising after the twenty-four (24) month anniversary of
the Closing Date, from HSA's obligation to indemnify, defend and hold harmless
the Holdco Indemnitees for any breach of the representations and warranties
contained in Section 5.16 of the Asset Purchase Agreement) other than any claims
for breach of such representations and warranties which shall have been asserted
prior to such time); and
(c) at 5:00 p.m., Eastern Time, on the twelve (12) month
anniversary of the Closing Date, to release from the Indemnification Holdback
and pay to HSA in cash any and all amounts remaining in the Indemnification
Holdback (after reductions made pursuant to Sections 11.07(c)(i) and 11.07(d) of
the Asset Purchase Agreement) that is not subject to pending claims for damages.
2. Governing Law. This letter agreement shall governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflict of law provision or rule that would result in the
application of the laws of any jurisdiction other than the State of New York.
3. Counterparts. This letter agreement may be executed in one or
more counterparts, each of which may be deemed to be an original, but all of
which taken together shall constitute on and the same instrument.
4. Continuing Effect. Except as modified in paragraph 1 hereof, the
Asset Purchase Agreement remains unchanged and in full force and effect.
Please indicate your acceptance of the terms of this letter agreement
by returning a signed copy to the undersigned.
Sincerely,
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
CC SYSTEMS, LLC
By: /s/ Curtis S. Shaw
------------------------------------
Name: Curtis S. Shaw
Title: Exective Vice President, General
Counsel and Secretary
Accepted and agreed as of
the date first written above.
HIGH SPEED ACCESS CORP.
By: /s/ John Hundley
---------------------------------------
Name: John Hundley
Title: Executive Vice President, General
Counsel and Secretary
2
