EXHIBIT 99.1
CHARTER COMMUNICATIONS LOGO HSA LOGO
FOR RELEASE: October 1, 2001 FINAL FINAL FINAL
Charter and HSA Sign Definitive Purchase Agreement
ST. LOUIS, MO and LITTLETON, CO - Charter Communications, Inc.
(Nasdaq:CHTR) and High Speed Access Corp. (Nasdaq: HSAC) today announced the
signing of a definitive agreement by which Charter has agreed to purchase
substantially all of the assets used by HSA to serve Charter's high-speed data
customers. The purchase price for these assets is $81.1 million in cash, subject
to certain closing adjustments and indemnity reserves, and the assumption of
certain liabilities related to the purchased assets.
In addition, all 75,000 shares of HSA's Series D Senior Convertible
Preferred Stock currently held by Charter and its affiliate, Vulcan Ventures
Incorporated, will be canceled. All warrants currently held by Charter to
purchase shares of HSA common stock will also be canceled.
To assist in a smooth transition, Charter and HSA have also signed a
management agreement allowing Charter to work closely with HSA in servicing
Charter's cable modem customers through the close of the transaction.
"We're pleased to have reached this agreement which provides Charter
with direct responsibility for our cable modem customers and the network that
provides them with high-speed Internet access," said Dave Barford, Charter
Executive Vice President and Chief Operating Officer. "We've achieved the
necessary economies of scale to justify running this business ourselves and
removed the risk of dependency on a third party to fulfill our needs. We now
have the flexibility to run and grow this business as we see fit," he continued.
"In today's highly competitive marketplace, the customer demands a quality
product with reliable service, backed by world class customer care. We believe
we can best meet these demands by assuming direct responsibility of these HSA
assets rather than relying on an independent third party."
"Charter's acquisition of these assets and contracts ensures that more
than two-thirds of our personnel have an opportunity for continued employment
with a company that shares our commitment to customer service excellence,"
stated Daniel J. O'Brien, president and CEO of HSA. "Despite successfully
exceeding our business plan projections for eight consecutive
Charter/HSA
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quarters, we have not been rewarded by the financial markets and have been
unable to secure additional financing. Given the current economic pressures on
our sector, we believe this is also the best outcome we could possibly achieve
for our shareholders."
The agreement has been approved by the directors of Charter and HSA,
and is expected to close later this year subject to certain closing conditions,
including regulatory review and approval by HSA's shareholders. Charter, Vulcan
and HSA directors, who collectively possess a majority of the voting power of
HSA, have agreed to vote their shares in favor of the transaction. The
transaction is also subject to approval by a majority of the votes cast by
holders of HSA's common stock, other than Charter, Vulcan and certain officers
and directors of HSA.
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications, a
Wired World Company(TM), is among the nation's largest broadband communications
companies. Charter provides a full range of advanced broadband services to the
home, including cable television on an advanced digital video programming
platform, marketed under the Charter Digital Cable(TM) brand; and high-speed
Internet access marketed under the Charter Pipeline(TM) brand. Commercial
high-speed data, video and Internet solutions are provided under the Charter
Business Networks(TM) brand. Advertising sales and production services are sold
under the Charter Media(TM) brand.
A Fortune 500 company, Charter is the 2001 recipient of the Outstanding
Corporate Growth Award from the Association for Corporate Growth, the 2001 R.E.
"Ted" Turner Innovator of the Year Award from the Southern Cable
Telecommunications Association, and the 2000 Innovator Award for Technology from
Cablevision Magazine. More information about Charter can be found at
www.charter.com.
About High Speed Access Corp.
High Speed Access Corp. (Nasdaq: HSAC), a Wired World Company(TM), is a provider
of broadband Internet access and related communications services to residential
and commercial customers nationwide, primarily through cable modem technology.
HSA's core service offering currently consists of cable modem-based Internet
access, which HSA offers at several speeds and prices to residential end users
through partnerships with cable multiple system operators.
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Charter/HSA
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Statements in this press release regarding Charter Communications' business that
are not historical facts may be "forward-looking statements." Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from any
such forward-looking statements are identified in the reports and documents
Charter files from time to time with the U.S. Securities and Exchange
Commission.
Cautionary Note Regarding Forward-Looking Statements about HSA: This press
release contains statements about future events and expectations that are
"forward-looking statements." Any statement in this press release that is not a
statement of historical fact is a forward-looking statement that involves known
and unknown risks, uncertainties and other factors which may cause the company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Specific factors that might cause such a difference
include, but are not limited to: the company's uncertain ability to control
expenses, particularly in light of the current economic environment and the
company's limited capital; the company's history of losses and anticipation of
future losses, the potential fluctuations in the company's operating results;
disruptions to operations and accounting charges that could occur if the company
decided to pursue an acquisition or liquidation; rapid technological change and
evolving industry standards in the markets for the company's services; the
magnitude of any adjustments or reductions to the proceeds received by the
company in connection with the sale of certain of its assets to Charter; the
satisfaction of the conditions to, and the timing of, the consummation of the
sale of certain of its assets to Charter; whether the company consummates the
sale of claim of certain of its assets to Charter; whether the company
consummates an extraordinary transaction; and those risks and uncertainties
discussed in filings made by the company with the Securities and Exchange
Commission. The forward-looking statements in this press release are as of the
date hereof and the company assumes no obligation to update these
forward-looking statements.
CHARTER CONTACTS:
Media Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com
HSA CONTACTS:
Media: Investor Relations:
Katina Vlahadamis Arnold, 720-922-2823 Ron Dart, 720-922-2844
Kvlahadamis@hsacorp.net rdart@hsacorp.net
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