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. 4)
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)
-------------------------------------
Common Stock
(Title of Class of Securities)
-------------------------------------
42979U-102
(CUSIP Number of Class of Securities)
-------------------------------------
John G. Hundley 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
-------------------------------------
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: |_|
Check the following box if the filing is a final amendment reporting the
results of the transaction: |X|
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, LLC 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. 4 amends and supplements the Transaction Statement on
Schedule 13E-3 filed with the Securities and Exchange Commission on November 5,
2001, as amended and supplemented by Amendment No. 1 filed on December 24, 2001,
Amendment No. 2 filed on January 28, 2002 and Amendment No. 3 filed February 1,
2002 (the "Schedule 13E-3") by High Speed Access Corp., a Delaware corporation,
the subject company ("HSA"), Charter Communications Holding Company, LLC, a
Delaware limited liability company ("Charter Holdco"), a subsidiary of Charter
Communications, Inc., a Delaware corporation ("CCI"), CC Systems, LLC, a
Delaware limited liability company ("Charter"), Charter Communications Ventures,
LLC, a Delaware limited liability company ("Charter Ventures"), Vulcan Ventures
Incorporated, a Washington corporation ("Vulcan") and Paul G. Allen, an
individual.
This Amendment No. 4 is the final amendment to this Schedule 13E-3
required by Rule 13e-3(d)(3) and is filed to report the result of the
transactions contemplated by the Asset Purchase Agreement and related agreements
previously described in this Schedule 13E-3.
Consummation of Transactions Contemplated by the Asset Purchase Agreement and
Related Agreements
-----------------------------------------------------------------------------
On February 28, 2002, Charter Holdco, Charter, Vulcan and HSA
consummated the transactions contemplated by the Asset Purchase Agreement and
related agreements by taking the following actions:
1. Charter' source of acquisition funds. Two indirect wholly owned subsidiaries
of Charter Communications Holding Company, LLC ("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 Charter, then transferred that $77,487,584 to
Charter as a contribution to capital.
2. Pre-closing transfers of Charter Warrants. Charter Holdco transferred all
warrants it held to purchase HSA common stock (the "Charter Warrants") to
Charter Holdings as a contribution to capital, which Charter Holdings in
turn transferred to Charter 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 HSA it held to Charter Holdings as a distribution and Charter
Holdings in turn transferred those shares to Charter as a contribution to
capital.
4. Indemnification Letter Agreement. In connection with the closing of the
transactions contemplated by the Asset Purchase Agreement, Charter Holdco
and Charter executed a letter agreement with HSA, dated as of February 28,
2002, pursuant to which Charter Holdco and Charter 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
HSA after 24 months for any liability for indemnification claims against it
relating to taxes; and (iii) to release to HSA, 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 (d)(7).
5. Closing. At closing:
o HSA conveyed title to the assets purchased under the Asset Purchase
Agreement to Charter.
o Charter wired funds in the amount of $77,487,584 to HSA.
o Charter delivered to HSA 37,000 shares of Series D Preferred Stock and
the Charter Warrants.
o HSA 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 Charter,
Charter Holdco, Charter Holdings, CCI, Charter Ventures, Vulcan or Paul G. Allen
beneficially owned any securities of HSA and HSA is no longer affiliated with
any of the aforementioned parties.
Additional purchase price adjustments may be made as provided in the
Asset Purchase Agreement.
The information provided above under the heading "Consummation of
Transactions Contemplated by the Asset Purchase Agreement and Related
Agreements" shall be deemed incorporated by reference in each Item of this
Schedule 13E-3, as applicable, in response to the disclosure requirements of
Regulation M-A under the Exchange Act.
This Amendment No. 4 to this Schedule 13E-3 also amends the following
Item as follows:
Item 16. Exhibits.
Item 1016.
Item 16 of the Schedule 13E-3 is hereby amended by adding the following
thereto:
(d)(6) Letter Agreement, dated February 27, 2002, between CC
Systems, LLC and Vulcan Ventures Incorporated (Incorporated
by reference to Amendment No. 9 to the Schedule 13D filed by
Charter Communications, Inc., Charter Communications
Ventures, LLC, Charter Communications Holdings, LLC, Charter
Communications Holding Company, LLC, Vulcan Ventures
Incorporated and Paul G. Allen on March 13, 2002).
(d)(7) Letter Agreement, dated February 28, 2002, between Charter
Communications Holding Company, LLC, CC Systems, LLC and High
Speed Access Corp. (Incorporated by reference to Amendment
No. 9 to the Schedule 13D filed by Charter Communications,
Inc., Charter Communications Ventures, LLC, Charter
Communications Holdings, LLC, Charter Communications Holding
Company, LLC, Vulcan Ventures Incorporated and Paul G. Allen
on March 13, 2002).
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: March 13, 2002 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 dated December 12, 2001 (filed as
an exhibit to Amendment No. 1 to the
Schedule 13E-3 filed on December 24, 2001).
EXHIBIT INDEX
The Exhibit Index for the Schedule 13E-3 is hereby amended by adding the
following thereto:
(d)(6) Letter Agreement, dated February 27, 2002, between CC
Systems, LLC and Vulcan Ventures Incorporated (Incorporated
by reference to Amendment No. 9 to the Schedule 13D filed by
Charter Communications, Inc., Charter Communications
Ventures, LLC, Charter Communications Holdings, LLC, Charter
Communications Holding Company, LLC, Vulcan Ventures
Incorporated and Paul G. Allen on March 13, 2002).
(d)(7) Letter Agreement, dated February 28, 2002, between Charter
Communications Holding Company, LLC, CC Systems, LLC and High
Speed Access Corp. (Incorporated by reference to Amendment
No. 9 to the Schedule 13D filed by Charter Communications,
Inc., Charter Communications Ventures, LLC, Charter
Communications Holdings, LLC, Charter Communications Holding
Company, LLC, Vulcan Ventures Incorporated and Paul G. Allen
on March 13, 2002).