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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
CHARTER COMMUNICATIONS, INC.
(NAME OF ISSUER)
CLASS A COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
16117M107
(CUSIP NUMBER)
William D. Savoy Alvin G. Segel, Esq.
Vulcan Cable III Inc. Irell Manella LLP
505 Fifth Avenue South, Suite 900 1800 Avenue of the Stars
Seattle, Washington 98104 Suite 900
(206) 342-2000 Los Angeles, CA 90067
(310) 277-1010
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 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(b) 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
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 16117M107 13D Page 2 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
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
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7 SOLE VOTING POWER
NUMBER OF 357,623,901 SHARES(1)
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0- SHARES
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
357,623,901 SHARES(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES
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2
CUSIP NO. 16117M107 13D Page 3 of 19 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,623,901 SHARES(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
56.4% beneficial ownership of Class A Common Stock(2)/92.5% voting power(3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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3
CUSIP NO. 16117M107 13D Page 4 of 19 Pages
(1) Represents (A) 18,431,870 shares of Class A Common Stock of the Issuer
held directly by Mr. Allen, (B) 10,000 vested options to acquire shares
of Class A Common Stock of the Issuer and (C) shares of Class A Common
Stock of the Issuer into which the following interests may be converted:
(a) 50,000 shares of Class B Common Stock of the Issuer held directly by
Paul G. Allen, (b) 106,715,233 Class A Common Membership Units ("Class A
Units") of Charter Communications Holding Company, LLC ("Charter Holdco")
held by Vulcan Cable III Inc. ("Vulcan"), (c) 217,585,246 Class A Units
of Charter Holdco held by Charter Investment, Inc. ("CII"), (d) 9,597,940
Class C Common Membership Units ("Class C Units") of Charter Holdco held
by Vulcan and (e) 5,233,612 Class C Common Membership Units ("Class C
Units") of Charter Holdco held by CII. Each of Vulcan and CII has an
exchange option with the Issuer giving it the right, at any time, to
exchange both its Class A Units and Class C Units (the Class A Units and
the Class C Units collectively, the "Class B Common Stock Equivalents")
for shares of Class B Common Stock of the Issuer on a one-for-one basis.
Class B Common Stock of the Issuer is convertible at any time into Class
A Common Stock of the Issuer on a one-for-one basis. Mr. Allen is the
sole stockholder of Vulcan and of CII. Mr. Allen is therefore deemed to
have beneficial ownership of all of the Class B Common Stock Equivalents
held by Vulcan and CII. Because Mr. Allen is the ultimate controlling
person of both Vulcan and CII, he is a beneficial owner who effectively
has sole voting power with respect to the Class B Common Stock
Equivalents held by each entity; however, because each such controlled
entity is the record holder of such Class B Common Stock Equivalents,
these controlled entities may be deemed to share voting power with Mr.
Allen over such Class B Common Stock Equivalents.
(2) The calculation of the percentage assumes that: (i) the 50,000 shares of
Class B Common Stock held by Mr. Allen have been converted into shares of
Class A Common Stock and (ii) all Class B Common Stock Equivalents held
by Vulcan and CII or that Vulcan and CII have the right to acquire within
60 days of June 28, 2002 (the "Reporting Date") have been exchanged for
shares of Class A Common Stock.
(3) Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of
(1) the total number of shares of Class B Common Stock outstanding, and
(2) the aggregate number of Class B Common Stock Equivalents, and
dividing the product by the total number of shares of Class B Common
Stock outstanding. The calculation of this percentage assumes that Mr.
Allen's equity interests are retained in the form that maximizes voting
power (i.e.,the 50,000 shares of Class B Common Stock held by Mr. Allen
have not been converted into shares of Class A Common Stock and that the
Class B Common Stock Equivalents beneficially owned by Mr. Allen through
Vulcan and CII have not been exchanged for shares of Class B Common Stock
or Class A Common Stock).
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP NO. 16117M107 13D Page 5 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Cable III Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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7 SOLE VOTING POWER
NUMBER OF -0- SHARES
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 116,313,173 SHARES(1)
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0- SHARES
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
116,313,173 SHARES(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,313,173 SHARES(1)
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5
CUSIP NO. 16117M107 13D Page 6 of 19 Pages
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.3% beneficial ownership of Class A Common Stock(2)/0.0% voting power(3)
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14 TYPE OF REPORTING PERSON*
CO
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6
CUSIP NO. 16117M107 13D Page 7 of 19 Pages
(1) Represents Class A Common Membership Units ("Class A Units") and Class C
Common Membership Units ("Class C Units" and together with the Class A
Units, the "Class B Common Stock Equivalents") of Charter Communications
Holding Company, LLC ("Charter Holdco") directly held by Vulcan Cable III
Inc. ("Vulcan"). Vulcan has an exchange option with the Issuer giving it
the right, at any time, to exchange its Class B Common Equivalents for
shares of Class B Common Stock of the Issuer on a one-for-one basis.
Class B Common Stock of the Issuer is convertible at any time into Class
A Common Stock of the Issuer on a one-for-one basis. Paul G. Allen is the
sole stockholder of Vulcan and is therefore deemed to have beneficial
ownership of all of the Class B Common Equivalents that Vulcan Cable III
Inc. owns. Because Mr. Allen is the ultimate controlling person of
Vulcan, he is a beneficial owner who effectively has sole voting power
with respect to the Class B Common Stock Equivalents held by Vulcan;
however, because Vulcan is the record holder of such Class B Common Stock
Equivalents, Vulcan may be deemed to share voting power with Mr. Allen
over such Class B Common Stock Equivalents.
(2) The calculation of this percentage assumes that all Class B Common Stock
Equivalents held by Vulcan or that Vulcan has the right to acquire within
60 days of June 28, 2002 (the "Reporting Date") have been exchanged for
shares of Class A Common Stock.
(3) Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of
(1) the total number of shares of Class B Common Stock outstanding, and
(2) the aggregate number of Class B Common Stock Equivalents, and
dividing the product by the total number of shares of Class B Common
Stock outstanding. The calculation of this percentage assumes that Mr.
Allen's equity interests are retained in the form that maximizes voting
power (i.e.,the 50,000 shares of Class B Common Stock held by Mr. Allen
have not been converted into shares of Class A Common Stock and that the
Class B Common Stock Equivalents owned by Vulcan and CII have not been
exchanged for shares of Class B Common Stock or Class A Common Stock).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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7
CUSIP NO. 16117M107 13D Page 8 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charter Investment, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF -0- SHARES
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 222,818,858 SHARES(1)
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0- SHARES
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
222,818,858 SHARES(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,818,858 SHARES(1)
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8
CUSIP NO. 16117M107 13D Page 9 of 19 Pages
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.1% beneficial ownership of Class A Common Stock(2)/0.0% voting power(3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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9
CUSIP NO. 16117M107 13D Page 10 of 19 Pages
(1) Represents Class A Common Membership Units ("Class A Units") and Class C
Common Membership Units ("Class C Units" and together with the Class A
Units, the "Class B Stock Common Equivalents") of Charter Communications
Holding Company, LLC ("Charter Holdco") directly held by Charter
Investment, Inc. ("CII"). CII has an exchange option with the Issuer
giving it the right, at any time, to exchange its Class B Stock Common
Equivalents for shares of Class B Common Stock of the Issuer on a
one-for-one basis. Class B Common Stock of the Issuer is convertible at
any time into Class A Common Stock of the Issuer on a one-for-one basis.
Paul G. Allen is the sole stockholder of CII and is therefore deemed to
have beneficial ownership of all of the Class B Common Equivalents that
CII owns. Because Mr. Allen is the ultimate controlling person of CII, he
is a beneficial owner who effectively has sole voting power with respect
to the Class B Common Stock Equivalents held by CII; however, because CII
is the record holder of such Class B Common Stock Equivalents, CII may be
deemed to share voting power with Mr. Allen over such Class B Common
Stock Equivalents.
(2) The calculation of this percentage assumes that all Class B Common Stock
Equivalents held by CII or that CII has the right to acquire within 60
days of June 28, 2002 (the "Reporting Date") have been exchanged for
shares of Class A Common Stock.
(3) Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of
(1) the total number of shares of Class B Common Stock outstanding, and
(2) the aggregate number of Class B Common Stock Equivalents, and
dividing the product by the total number of shares of Class B Common
Stock outstanding. The calculation of this percentage assumes that Mr.
Allen's equity interests are retained in the form that maximizes voting
power (i.e.,the 50,000 shares of Class B Common Stock held by Mr. Allen
have not been converted into shares of Class A Common Stock and that the
Class B Common Stock Equivalents owned by Vulcan and CII have not been
exchanged for shares of Class B Common Stock or Class A Common Stock).
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
10
SCHEDULE 13D
This fifth amendment to Schedule 13D amends the Schedule 13D originally
filed with the Securities and Exchange Commission (the "SEC") on November 22,
1999, as amended by the first amendment, as filed with the SEC on December 20,
1999, the second amendment, as filed with the SEC on September 13, 2000, the
third amendment, as filed with the SEC on March 11, 2002, and the fourth
amendment, as filed with the SEC on May 17, 2002 (as amended, the "Schedule
13D"). Capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety as follows:
The persons filing this statement are Paul G. Allen, Charter
Investment, Inc. ("CII") and Vulcan Cable III Inc. ("Vulcan" and together with
Paul G. Allen and CII, the "Reporting Persons"). Mr. Allen's business address
is: c/o Vulcan Ventures Incorporated, 505 Fifth Avenue South, Suite 900,
Seattle, Washington 98104. Mr. Allen is Chairman of the board of directors of
the Issuer and CII and a director of Vulcan. Mr. Allen is also the sole
stockholder of Vulcan and CII.
Vulcan is a Washington corporation, the principal business of which is
holding equity interests in Charter Communications Holding Company, LLC
("Charter Holdco"). The address of Vulcan's principal office is 505 Fifth Avenue
South, Suite 900, Seattle, Washington 98104. Mr. Allen and each of Vulcan's
executive officers and directors is a U.S. citizen. Their names, business
addresses and principal occupations are below.
Paul G. Allen, c/o Vulcan, Inc., 505 Fifth Avenue South, Suite 900,
Seattle, Washington 98104. Mr. Allen is Chairman of the board of directors of
CII and of the Issuer and a director of Vulcan. Mr. Allen is also the sole
stockholder of Vulcan.
William D. Savoy, c/o Vulcan, Inc., 505 Fifth Avenue South, Suite 900,
Seattle, Washington 98104. Mr. Savoy is a director of CII, Vulcan and the Issuer
and President of Vulcan.
Joseph D. Franzi, c/o Vulcan, Inc., 505 Fifth Avenue South, Suite 900,
Seattle, Washington 98104. Mr. Franzi is Vice President and Secretary of Vulcan.
CII is a Delaware corporation, the principal business of which is
holding equity interests in Charter Holdco, a subsidiary of the Issuer, and
performing various services relating to the cable assets held indirectly by
Charter Holdco and the Issuer. The address of CII's principal office is 12405
Powerscourt Drive, St. Louis, Missouri 63131. Mr. Allen and each of CII's
executive officers and directors is a U.S. citizen. Their names, business
addresses and principal occupations, unless described above, are as follows:
David C. Andersen, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Andersen is Senior Vice President --
Communications of CII and of the Issuer
11
David G. Barford, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Barford is Executive Vice President and
Chief Operating Officer of CII and of the Issuer.
J. Christian Fenger, c/o Charter Communications, Inc., 12405
Powerscourt Drive, St. Louis, Missouri 63131. Mr. Fenger is Senior Vice
President of Operations -- Western Division of CII and of the Issuer.
Eric A. Freesmeier, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Freesmeier is Senior Vice President --
Administration of CII and of the Issuer.
Kent D. Kalkwarf, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Kalkwarf is Executive Vice President and
Chief Financial Officer of CII and of the Issuer.
Ralph G. Kelly, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Kelly is Senior Vice President --
Treasurer of CII and of the Issuer.
Paul E. Martin, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Martin is Senior Vice President --
Corporate Controller of CII and of the Issuer.
David L. McCall, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. McCall is Senior Vice President of
Operations -- Eastern Division of CII and of the Issuer.
Majid R. Mir, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Mir is Senior Vice President --Telephony
and Advanced Services of CII and of the Issuer.
John C. Pietri, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Pietri is Senior Vice President --
Engineering of CII and of the Issuer.
Michael E. Riddle, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Riddle is Senior Vice President and Chief
Information Officer of CII and of the Issuer.
Diane Schneiderjohn, c/o Charter Communications, Inc., 12405
Powerscourt Drive, St. Louis, Missouri 63131. Ms. Schneiderjohn is Senior Vice
President -- Marketing and Programming of CII and of the Issuer.
Steven A. Schumm, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Schumm is Executive Vice President and
Chief Administrative Officer of CII and of the Issuer.
William J. Shreffler, c/o Charter Communications, Inc., 12405
Powerscourt Drive, St. Louis, Missouri 63131. Mr. Shreffler is Senior Vice
President of Operations -- Midwest Division of CII and of the Issuer.
12
Curtis S. Shaw, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Shaw is Senior Vice President, General
Counsel and Secretary of CII and of the Issuer.
Stephen E. Silva, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Silva is Executive Vice President -- Chief
Technology Officer of CII and of the Issuer.
Carl E. Vogel, c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Vogel is President and Chief Executive
Officer of CII and of the Issuer.
During the last five years, Mr. Allen, Vulcan and CII have not, nor, to
the best knowledge of Vulcan, CII and Mr. Allen, has any other person named in
this Item 2, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he or it is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Allen funded his purchases of the securities described in Item 5(c)
with personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) As of June 28 (the "Reporting Date"), 2002, Mr. Allen beneficially
owns 357,623,901 shares of Class A Common Stock of the Issuer, which consists of
(i) 18,431,870 shares of Class A Common Stock of the Issuer held directly by Mr.
Allen, (ii) 10,000 vested options on shares of Class A Common Stock of the
Issuer and (iii) shares of Class A Common Stock of the Issuer into which the
following interests may be converted: (a) 50,000 shares of Class B Common Stock
of the Issuer held directly by Mr. Allen, (b) 106,715,233 Class A Common
Membership Units ("Class A Units") of Charter Holdco held by Vulcan, (c)
217,585,246 Class A Units of Charter Holdco held by CII, (d) 9,597,940 Class C
Common Membership Units ("Class C Units") of Charter Holdco that are held by
Vulcan and (e) 5,233,612 Class C Units of Charter Holdco that are held by CII.
Each of Vulcan and CII has an exchange option with the Issuer giving it the
right, at any time, to exchange its Class A Units and Class C Units
(collectively, the "Class B Common Stock Equivalents") for shares of Class B
Common Stock of the Issuer on a one-for-one basis. Class B Common Stock of the
Issuer is convertible at any time into Class A Common Stock of the Issuer on a
one-for-one basis.
13
Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the
total number of shares of Class B Common Stock outstanding, and (2) the
aggregate number of Class B Common Stock Equivalents, and dividing the product
by the total number of shares of Class B Common Stock outstanding. The Class B
Common Stock is identical to the Class A Common Stock except that the Class A
Common Stock is entitled to one vote per share and is not convertible into any
other security.
As of the Reporting Date, Mr. Allen's beneficial ownership represents
approximately 56.4% of the shares of the Issuers outstanding Class A Common
Stock, assuming conversion of all Class B Common Stock and Class B Common Stock
Equivalents, and approximately 92.5% of the voting power of the Issuers
outstanding Class A Common Stock assuming no conversion of the Class B Common
Stock and the Class B Common Stock Equivalents.
Except as otherwise provided, each of the other persons named in Item 2
beneficially owns less than 0.1% of the equity and voting power of the Issuer
and, except as otherwise provided below, none of the other persons named in Item
2 beneficially owns any of the Issuer's Class A Common Stock. Included in
beneficial ownership are all options that vest and will be exercisable within 60
days of the Reporting Date.
David C. Andersen, Senior Vice President -- Communications of CII and
the Issuer, beneficially owns 90,930 shares of Class A Common Stock.
David G. Barford, Executive Vice President and Chief Operating Officer
of CII and the Issuer, beneficially owns (a) 413,583 shares of Class A Common
Stock and (b) 37,500 shares of restricted Class A Common Stock over which Mr.
Barford has voting, but not dispositive control. Mr. Barford beneficially owns
0.2% of the equity of the Issuer.
J. Christan Fenger, Senior Vice President of Operations --Western
Division of CII and the Issuer, beneficially owns 103,766 shares of Class A
Common Stock.
Eric A. Freesmeier, Senior Vice President -- Administration of CII and
the Issuer, beneficially owns 155,575 shares of Class A Common Stock.
Kent D. Kalkwarf, Executive Vice President and Chief Financial Officer
of CII and the Issuer, beneficially owns (a) 433,833 shares of Class A Common
Stock and (b) 37,500 shares of restricted Class A Common Stock over which Mr.
Kalkwarf has voting, but not dispositive control. Mr. Kalkwarf beneficially owns
0.2% of the equity of the Issuer.
Ralph G. Kelly, Senior Vice President -- Treasurer of CII and the
Issuer, beneficially owns 163,875 shares of Class A Common Stock.
Paul E. Martin, Senior Vice President -- Corporate Controller of CII
and of the Issuer, beneficially owns 27,750 shares of Class A Common Stock.
David L. McCall, Senior Vice President of Operations -- Eastern
Division of CII and the Issuer, beneficially owns (a) 211,283 shares of Class A
Common Stock and (b) 26,250 shares of restricted Class A Common Stock over which
Mr. McCall has voting, but not dispositive control.
14
Majid R. Mir, Senior Vice President -- Telephony and Advanced Services
of CII and the Issuer, beneficially owns 41,250 shares of Class A Common Stock.
John C. Pietri, Senior Vice President -- Engineering of CII and the
Issuer, beneficially owns 152,000 shares of Class A Common Stock.
Michael E. Riddle, Senior Vice President and Chief Information Officer
of CII and the Issuer, beneficially owns 120,000 shares of Class A Common Stock.
Diane Schneiderjohn, Senior Vice President -- Marketing and Programming
of CII and of the Issuer, does not beneficially own any shares of Class A Common
Stock.
Steven A. Schumm, Executive Vice President and Chief Administrative
Officer of CII and the Issuer, beneficially owns 579,611 shares of Class A
Common Stock. Mr. Schumm beneficially owns 0.2% of the equity of the Issuer.
William J. Shreffler, Senior Vice President of Operations -- Midwest
Division of CII and the Issuer, beneficially owns 63,750 shares of Class A
Common Stock.
Curtis S. Shaw, Senior Vice President, General Counsel and Secretary of
CII and the Issuer, beneficially owns 177,083 shares of Class A Common Stock.
Stephen E. Silva, Executive Vice President -- Chief Technology Officer
of CII and the Issuer, beneficially owns (a) 211,750 shares of Class A Common
Stock and (b) 27,000 shares of restricted Class A Common Stock over which Mr.
Silva has voting, but not dispositive control.
Carl E. Vogel, President and Chief Executive Officer of CII and the
Issuer, beneficially owns (a) 912,500 shares of Class A Common Stock, (b) 37,500
shares of restricted Class A Common Stock over which Mr. Vogel has voting, but
not dispositive control and (c) 34,787 shares of Class A Common Stock,
receiveable upon conversion of 5.75% convertible senior notes of the Issuer
which are convertible at any time at an initial conversion price approximately
equal to $21.56 per share. Mr. Vogel beneficially owns 0.3% of the equity of the
Issuer.
William D. Savoy, President of Vulcan and director of CII and the
Issuer, beneficially owns (a) 50,000 shares of Class A Common Stock, (b) vested
and unvested options that will vest within 60 days of the Reporting Date
covering 1,037,825 shares of Class A Common Stock, granted by Vulcan, as more
fully described in Item 6 below and (c) 115,955 shares of Class A Common Stock,
receiveable upon conversion of 5.75% convertible senior notes of the Issuer
which are convertible at any time at an initial conversion price approximately
equal to $21.56 per share. Mr. Savoy beneficially owns 0.4% of the equity of the
Issuer.
Joseph D. Franzi, Vice President and Secretary of Vulcan, beneficially
owns 10,000 shares of Class A Common Stock.
(b) Mr. Allen is deemed to have sole voting and dispositive power with
respect to the 357,623,901 shares of Class A Common Stock that he beneficially
owns directly and indirectly through CII and Vulcan (which he controls). Because
Mr. Allen is the ultimate controlling person of Vulcan, Vulcan is deemed to have
shared voting and dispositive power with Mr. Allen over the 116,313,173 shares
of Class A Common Stock beneficially owned by Vulcan through its ownership of
106,715,233
15
Class A Units and 9,597,940 Class C Units of Charter Holdco. Because Mr. Allen
is the ultimate controlling person of CII, CII is deemed to have shared voting
and dispositive power with Mr. Allen over the 222,818,858 shares of Class A
Common Stock beneficially owned by CII through its ownership of 217,585,246
Class A Units and 5,233,612 Class C Units of Charter Holdco.
To the knowledge of the Reporting Persons, except as otherwise
specified herein, each of the persons disclosed in Item 5 has sole dispositive
and voting power with respect to the shares of Class A Common Stock actually
held by the persons. With respect to the option granted to Mr. Savoy by Vulcan,
until such time as Mr. Savoy exercises his option (at which time, to the
knowledge of the Reporting Persons, he will have sole voting and dispositive
power of his shares), Mr. Allen retains sole voting and dispositive power, and
Vulcan and Mr. Allen may be deemed to share voting and dispositive power with
respect to the shares of Class A Common Stock covered by the option.
(c) During the 60 days prior to the Reporting Date:
On May 1, 2002, Mr. Allen acquired beneficial ownership of 48,500
shares of Class A Common Stock of the Issuer through the exercise by third
parties of rights under the Rifkin Put Agreements described in Item 6. The per
share Class A Common Stock equivalent price paid by Mr. Allen was $21.2396.
On May 20, 2002, Mr. Allen acquired beneficial ownership of 1,624,408
shares of Class A Common Stock of the Issuer through the exercise by third
parties of rights under the Rifkin Put Agreements described in Item 6. The per
share Class A Common Stock equivalent price paid by Mr. Allen on the closing
date of the put agreements was $21.3087.
On May 21, 2002, Mr. Allen acquired beneficial ownership of 15,158
shares of Class A Common Stock of the Issuer through the exercise by third
parties of rights under the Rifkin Put Agreements described in Item 6. The per
share Class A Common Stock equivalent price paid by Mr. Allen on the closing
date of the put agreements was $21.3087.
On May 23, 2002, Mr. Allen acquired beneficial ownership of 10,801
shares of Class A Common Stock of the Issuer through the exercise by third
parties of rights under the Rifkin Put Agreements described in Item 6. The per
share Class A Common Stock equivalent price paid by Mr. Allen on the closing
date of the put agreements was $21.3087.
On June 27, 2002 and June 28, 2002, Mr. Allen acquired beneficial
ownership of 5,000,000 shares of Class A Common Stock of the Issuer through
purchases on the open market. The following table indicates these purchases
broken down by price per share blocks:
Number of Shares
Date of of Class A
Transaction Common Stock Price Per Share
----------- ---------------- ---------------
June 27, 2002 637,724 $3.1393
June 27, 2002 196,376 $3.30
June 27, 2002 165,900 $3.2730
16
Number of Shares
Date of of Class A
Transaction Common Stock Price Per Share
----------- ---------------- ---------------
June 27, 2002 637,724 $3.1393
June 28, 2002 39,500 $3.6448
June 28, 2002 11,700 $3.6812
June 28, 2002 214,605 $3.8973
June 28, 2002 66,700 $3.9999
June 28, 2002 91,588 $4.00
June 28, 2002 36,700 $4.0371
June 28, 2002 99,500 $4.2382
June 28, 2002 93,756 $4.2416
June 28, 2002 75,000 $4.2367
June 28, 2002 144,997 $4.2395
June 28, 2002 3,125,954 $4.25
On June 21, 2002 and June 25, 2002, Mr. Vogel acquired beneficial
ownership of 84,787 shares of Class A Common Stock of the Issuer through
purchases on the open market as follows: (A) on June 21, 2002 Mr. Vogel
purchased: (i) 5,000 shares of Class A Common Stock at a per share price of
$4.65, (ii) 5,000 shares of Class A Common Stock at a per share price of $4.60,
(iii) 5,000 shares of Class A Common Stock at a per share price of $4.58, (iv)
10,000 shares of Class A Common Stock at a per share price of $4.55, (v) 10,000
shares of Class A Common Stock at a per share price of $4.50, (vi) 5,000 shares
of Class A Common Stock at a per share price of $4.45, (vii) 4,100 shares of
Class A Common Stock at a per share price of $4.62, (viii) 3,500 shares of Class
A Common Stock at a per share price of $4.59, (ix) 2,400 shares of Class A
Common Stock at a per share price of $4.57, and (x) $500,000 aggregate principal
amount of 5.75% convertible senior notes of the Issuer for an aggregate price of
$315,670, which are convertible into 23,191 shares of Class A Common Stock at an
initial conversion price approximately equal to $21.56 per share, and (B) on
June 25, 2002, Mr. Vogel purchased $250,000 aggregate principal amount of 5.75%
convertible senior notes of the Issuer for an aggregate price of $154,790, which
are convertible into 11,596 shares of Class A Common Stock at an initial
conversion price approximately equal to $21.56 per share.
Mr. Franzi purchased 5,000 shares of Class A Common Stock on June 28,
2002 in an open market transaction at a per share price of $3.244.
Mr. Savoy acquired beneficial ownership of 115,955 shares of Class A
Common Stock of the Issuer on June 26, 2002 through purchases on the open market
of $2,500,000 aggregate principal amount of 5.75% convertible senior notes of
the Issuer for an aggregate price of $1,402,535, which are convertible into
115,955 shares of Class A Common Stock at an initial conversion price
approximately equal to $21.56 per share.
Mr. Andersen purchased 230 shares of Class A Common Stock on April 29,
2002 in an open market transaction at a per share price of $8.54.
17
Mr. Barford 1,500 shares of Class A Common Stock on April 29, 2002 in
an open market transaction at a per share price of $5.07.
Mr. Fenger purchased 5,000 shares of Class A Common Stock on June 28,
2002 in an open market transaction at a per share price of $3.338 and 5,000
shares of Class A Common Stock on June 28, 2002 in an open market transaction
at a per share price of $3.45.
Mr. Freesmeier purchased 975 shares of Class A Common Stock on June 28,
2002 in an open market transaction at a per share price of $3.24.
Mr. Kalkwarf purchased 6,000 shares of Class A Common Stock on June 13,
2002 in an open market transaction at a per share price of $4.935.
Mr. Martin purchased 1,000 shares of Class A Common Stock on May 30,
2002 in an open market transaction at a per share price of $7.34 and 1,000
shares of Class A Common Stock on June 14, 2002 in an open market transaction at
a per share price of $4.16.
Mr. McCall purchased 1,000 shares of Class A Common Stock on June 14,
2002 in an open market transaction at a per share price of $4.50 and 1,000
shares of Class A Common Stock on June 27, 2002 in an open market transaction at
a per share price of $3.06.
Mr. Shreffler purchased 10,000 shares of Class A Common Stock on June
21, 2002 in an open market transaction at a per share price of $4.58.
Mr. Schumm purchased 6,500 shares of Class A Common Stock on June 27,
2002 in an open market transaction at a per share price of $3.10.
(d) Except as otherwise specified herein, Vulcan, CII and Mr. Allen are
not aware of any other person who has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of any Class
A Common Stock beneficially owned by any person named in Item 2.
(e) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 3, 2002 VULCAN CABLE III INC.
By: /s/ William D. Savoy
-------------------------------------
Name: William D. Savoy
Title: President
Dated: July 3, 2002 /s/ William D. Savoy
------------------------------------------
Paul G. Allen by William D. Savoy as
Attorney-in-Fact for Paul G. Allen pursuant
to a Power of Attorney filed with Paul G.
Allen's Schedule 13G for Pathogenesis, Inc.
on August 30, 1999 and incorporated by
reference herein.
Dated: July 3, 2002 CHARTER INVESTMENT, INC.
By: /s/ Marcy Lifton
--------------------------------------
Name: Marcy Lifton
Title: Vice President
19