UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CHARTER COMMUNICATIONS, INC.
(Name of Subject Company (Issuer))
CHARTER COMMUNICATIONS, INC.
(Name of Filing Person (Issuer))
4.75% CONVERTIBLE SENIOR NOTES DUE 2006
5.75% CONVERTIBLE SENIOR NOTES DUE 2005
(Title of Classes of Securities)
16117MAC1
16117MAB3
16117MAA5
(CUSIP Numbers of Classes of Securities)
CURTIS S. SHAW, ESQ.
CHARTER COMMUNICATIONS, INC.
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Alvin G. Segel, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067
(310) 277-1010
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------- --------------------
$285,250,000 $23,076.73
* For the purpose of calculating amount of filing fee only. The amount assumes
that up to $210,000,000 aggregate principal amount of 5.75% Convertible Senior
Notes due 2005 are purchased at a price equal to $825.00 per $1,000 principal
amount and up to $140,000,000 aggregate principal amount of 4.75% Convertible
Senior Notes due 2006 are purchased at a price equal to $800.00 per $1,000
principal amount.
** A filing fee of $72,793.82 was previously paid.
- --------------------------------------------------------------------------------
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed on July 11, 2003 the ("Schedule TO"), relating to the offers
by Charter Communications, Inc., a Delaware corporation ("CCI"), to purchase for
cash up to $140,000,000 aggregate principal amount of its outstanding 4.75%
Convertible Senior Notes due 2006 (the "4.75% Notes") at a purchase price equal
to $800.00 per $1,000 in principal amount, plus accrued and unpaid interest
thereon to, but not including, the date of purchase, and up to $210,000,000
aggregate principal amount of its outstanding 5.75% Convertible Senior Notes due
2005 (the "5.75% Notes") at a purchase price equal to $825.00 per $1,000 in
principal amount, plus accrued and unpaid interest thereon to, but not
including, the date of purchase.
CCI has decreased the principal purchase amount of sought of the 4.75%
Notes from $506,000,000 to $140,000,000, and decreased the principal purchase
amount sought of the 5.75% Notes from $600,000,000 to $210,000,000. CCI has also
extended the expiration time of the offers from 8:00 a.m., New York City time,
August 8, 2003 to 12:00 midnight, New York City time, August 12, 2003. CCI's
offers are being made upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated July 11, 2003 and the related Letter of
Transmittal.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding the Press Release,
dated July 30, 2003, as Exhibit (a)(1)(iv), filed herewith.
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SIGNATURE
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.
Charter Communications, Inc.
By: /s/ Curtis S. Shaw
------------------------
Name: Curtis S. Shaw
Title: Senior Vice President and General Counsel
Dated: July 30, 2003
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(i) Offer to Purchase, dated July 11, 2003.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Guidelines to Form W-9. *
(a)(1)(iv) Press Release, dated July 30, 2003. **
(a)(2)-(a)(4) None.
(d)(1)(i)(A) Charter Communications Holdings, LLC 1999 Option Plan
(incorporated by reference to Exhibit 10.4 to Amendment No. 4
to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File No.
333-77499)).
(d)(1)(i)(B) Assumption Agreement regarding Option Plan, dated as of May
25, 1999, by and between Charter Communications Holdings,
LLC and Charter Communications Holding Company, LLC
(incorporated by reference to Exhibit 10.13 to Amendment
No. 6 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499)).
(d)(1)(i)(C) Form of Amendment No. 1 to the Charter Communications
Holdings, LLC 1999 Option Plan (incorporated by reference
to Exhibit 10.10(c) to Amendment No. 4 to the registration
statement on Form S-1 of Charter Communications, Inc. on
November 1, 1999 (File No. 333-83887)).
(d)(1)(i)(D) Amendment No. 2 to the Charter Communications Holdings, LLC
1999 Option Plan (incorporated by reference to Exhibit
10.4(c) to the annual report on Form 10-K filed by Charter
Communications, Inc. on March 30, 2000 (File No.
000-27927)).
(d)(1)(i)(E) Amendment No. 3 to the Charter Communications 1999 Option
Plan (incorporated by reference to Exhibit 10.14(e) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on March 29, 2002 (File No. 000-27927)).
(d)(1)(i)(F) Amendment No. 4 to the Charter Communications 1999 Option
Plan (incorporated by reference to Exhibit 10.10(f) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on April 15, 2003 (File No. 000-27927)).
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
(d)(1)(ii)(A) Charter Communications, Inc. 2001 Stock Incentive Plan
(incorporated by reference to Exhibit 10.25 to the
quarterly report on Form 10-Q filed by Charter
Communications, Inc. on May 15, 2001 (File No. 000-27927)).
(d)(1)(ii)(B) Amendment No. 1 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(b) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(1)(ii)(C) Amendment No. 2 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.10 to the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).
(d)(1)(ii)(D) Amendment No. 3 to the Charter Communications, Inc. 2001
Stock Incentive Plan effective January 2, 2002
(incorporated by reference to Exhibit 10.15(c) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on March 29, 2002 (File No. 000-27927)).
(d)(1)(ii)(E) Amendment No. 4 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(e) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(1)(ii)(F) Amendment No. 5 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(f) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(2) Form of Savoy Stock Option Agreement, dated November 8,
1999, between Vulcan Cable III, Paul G. Allen and William
D. Savoy (incorporated by reference to Exhibit 10.15 to
Amendment No. 3 to the Schedule 13D of Paul G. Allen filed
on March 11, 2002 (File No. 005-57191)).
(d)(3) Form of Registration Rights Agreement, dated as of November
12, 1999, by and among Charter Communications, Inc.,
Charter Investment, Inc., Vulcan Cable III Inc., Mr. Paul
G. Allen, Mr. Jerald L. Kent, Mr. Howard L. Wood and Mr.
Barry L. Babcock (incorporated by reference to Exhibit
10.14 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)(4) Accretion Put Agreement, dated as of November 12, 2001,
between Paul G. Allen and each of Chatham Investments, LLLP
(Kevin B. Allen), Jeffrey D. Bennis, Stephen E. Hattrup,
CRM I Limited Partnership
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
LLLP, CRM II Limited Partnership, LLLP, Lucille Maun, Peter N.
Smith, Monroe M. Rifkin, Bruce A. Rifkin, Stuart G. Rifkin,
Ruth Rifkin Bennis, Rifkin Family Investment Company, L.L.L.P.,
Rifkin & Associates, Inc., and Rifkin Children's Trust III
(incorporated by reference to Exhibit 10.17 to Amendment No. 3
to the Schedule 13D of Paul G. Allen filed on March 11, 2002
(File No. 005-57191)).
(d)(5) Put Agreement, dated as of November 12, 2001, between Paul
G. Allen and each of Falcon Holding Group, Inc., Falcon
Cable Trust, Nathanson Family Trust, Blackhawk Holding
Company, Inc., Advance Company, Ltd., Advance TV of
California, Inc., and Greg Nathanson (incorporated by
reference to Exhibit 10.18 to Amendment No. 3 to the
Schedule 13D of Paul G. Allen filed on March 11, 2002 (File
No. 005-57191)).
(d)(6) Form of Exchange Agreement, dated as of November 12, 1999
by and among Charter Investment, Inc., Charter
Communications, Inc., Vulcan Cable III Inc. and Paul G.
Allen (incorporated by reference to Exhibit 10.13 to
Amendment No. 3 to the registration statement on Form S-1
of CCI filed on October 18, 1999 (File No. 333-83887)).
(g) None.
(h) None.
* Previously filed.
** Filed herewith.
- 7 -
[CHARTER LOGO]
NEWS
PRESS RELEASE
CHARTER COMMUNICATIONS, INC. AND CHARTER COMMUNICATIONS HOLDINGS, LLC
AMEND TENDER OFFERS TO MODIFY PRINCIPAL AMOUNT OF NOTES TENDERED FOR AND
EXTEND TENDER OFFERS UNTIL AUGUST 12, 2003
ST. LOUIS-- (Business Wire)-- July 30, 2003-- Charter Communications, Inc.
(NASDAQ: CHTR - News) announced today that it (the "Company" or "CCI") and its
indirect subsidiary, Charter Communications Holdings, LLC ("Holdings"), have
amended their previously announced cash tender offers for a portion of the
Company's convertible senior notes and a portion of Holdings' senior notes and
senior discount notes to increase the aggregate principal amount of each series
of Holdings' senior notes and senior discount notes being tendered for, to
decrease the aggregate principal amount of each series of CCI convertible senior
notes being tendered for and to extend the expiration time of the offers. As
previously announced, the Company intends to fund the tender offers and its
proposed paydown of up to approximately $500 million of indebtedness under its
subsidiaries' bank credit facilities through a $1.7 billion financing by
subsidiaries of the Company. The tender offer consideration for each $1,000
principal amount (or principal amount at maturity, in the case of senior
discount notes) in each of the offers remains unchanged.
CCI TENDER OFFERS
CCI's tender offers relate to both series of its convertible senior notes (the
"CCI Notes"). As amended, CCI is now offering to acquire up to $210 million of
the outstanding principal amount of its 5.75% Convertible Senior Notes due 2005
and $140 million of the outstanding principal amount of its 4.75% Convertible
Senior Notes due 2006. To the extent that either offer is undersubscribed, CCI
reserves the right to use the unused funds relating to the undersubscribed offer
to increase the size of the other offer. The aggregate principal amount of each
series of CCI Notes tendered as of the close of business on July 29, 2003 was
not significant.
CCI's tender offers will now expire at 12:00 midnight, New York City time, on
Tuesday, August 12, 2003, unless extended or earlier terminated.
HOLDINGS TENDER OFFERS
Holdings' tender offers relate to the senior notes and senior discount notes
listed in the table below (the "Holdings Notes"). Pursuant to the tender offers
as amended, Holdings is offering to purchase up to $1.063 billion of outstanding
principal amount of the Holdings Notes. The table below shows the principal
purchase amount of each series of Holdings Notes that Holdings is now seeking to
purchase. Holdings may increase the principal amount of Holdings Notes that it
is seeking to purchase depending on the amount of net proceeds that it receives
from the financing by subsidiaries of the Company, provided that the aggregate
principal amount of Holdings Notes purchased will not exceed $1.775 billion. The
aggregate principal amount of the 8.625% Senior Notes due 2009, the 9.625%
Senior Notes due 2009 and the 10% Senior Notes due 2011 tendered as of the close
of business on July 29, 2003 was approximately $7.5 million, $9.6 million and
$19.6 million, respectively. The aggregate principal amount of each other series
of Holdings Notes tendered as of such date was not significant.
Tenders of Holdings Notes may now not be withdrawn after 12:00 midnight, New
York City time, on Tuesday, August 12, 2003, except under limited circumstances.
Holdings' tender offers will now expire at 12:00 midnight, New York City time,
on Tuesday, August 12, 2003, unless extended or earlier terminated.
Series of Holdings Notes CUSIP Principal Amount Principal Purchase
Number Outstanding(1) Amount
8.625% Senior Notes due 16117PAE0 $1,500,000,000 $279,000,000
2009 16117PAB6
10.000% Senior Notes 16117PAK6 $ 675,000,000 $122,000,000
due 2009
10.750% Senior Notes 16117PAT7 $ 900,000,000 $159,000,000
due 2009
9.625% Senior Notes due 16117PAZ3 $ 700,000,000 $131,000,000
2009 16117PAY6
10.250% Senior Notes 16117PAL4 $ 325,000,000 $ 57,000,000
due 2010
11.125% Senior Notes 16117PAV2 $ 500,000,000 $ 91,000,000
due 2011 16117PAQ3
10.000% Senior Notes 16117PBB5 $ 875,000,000 $164,000,000
due 2011 16117PBA7
16117PBF6
9.920% Senior Discount 16117PAF7 $1,475,000,000 $ 60,000,000
Notes due 2011
CCI's and Holdings' obligations to accept notes tendered in their respective
offers and pay the respective tender offer consideration are subject to a number
of conditions, including
financing, which are set forth in the respective Offers to Purchase and Letters
of Transmittal for the tender offers.
Citigroup Global Markets Inc. ("Citigroup") is the dealer manager for the CCI
and Holdings tender offers. Questions concerning the terms of the CCI and
Holdings tender offers should be directed to Citigroup's Liability Management
Desk, 390 Greenwich Street, 4th Floor, New York, New York 10013, telephone:
(800) 558-3745. The Bank of New York is the depositary agent in connection with
the CCI and Holdings tender offers. D.F. King & Co., Inc. is the information
agent for the CCI and Holdings tender offers. Copies of the respective Offers to
Purchase and Letters of Transmittal may be obtained from the information agent
at (800) 758-5378.
ABOUT CHARTER COMMUNICATIONS
Charter Communications, A Wired World Company(TM), is the nation's third-largest
broadband communications company. Charter provides a full range of advanced
broadband services to the home, including cable television on an advanced
digital video programming platform via Charter Digital Cable(R) brand and
high-speed Internet access marketed under the Charter Pipeline(R) brand.
Commercial high-speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and production services
are sold under the Charter Media(R) brand. More information about Charter can be
found at www.charter.com.
# # #
Contacts:
Analysts Media
Mary Jo Moehle Deb Seidel
314-543-2397 314-543-5703
mmoehle@chartercom.com dseidel@chartercom.com
Cautionary Statement Regarding Forward-Looking Statements:
This news release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we believe that
our plans, intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Many
of the forward-looking statements contained in this news release may be
identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated," and
"potential," among others. Important factors that could cause actual results to
differ materially from the forward-looking statements we make in this news
release are set forth in reports or documents that we file from time to time
with the United States Securities and Exchange Commission. All forward-looking
statements attributable to the Company or a person acting on its behalf are
expressly qualified in their entirety by this cautionary statement.
