SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 2)
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
HIGH SPEED ACCESS CORP.
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(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
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(Name of Person(s) Filing Statement)
Common Stock
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(Title of Class of Securities)
42979U-102
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(CUSIP Number of Class of Securities)
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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, Charter Communications, Inc.
Suite 900 12405 Powerscourt Drive, Suite 100
Seattle, WA 98104 St. Louis, Missouri 63131
(206) 342-2000 (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
767 Fifth Avenue 1800 Avenue of the Stars LLP
New York, NY 10153-0019 Suite 900 399 Park Avenue, 31st Floor
(212) 310-8000 Los Angeles, CA 90067 New York, New York 10022
(310) 277-1010 (212) 318-6000
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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: |_|
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, Inc. 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. 2 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
(the "Schedule 13E-3) by High Speed Access Corp., a Delaware corporation, the
subject company, Charter Communications Holding Company, LLC, a Delaware limited
liability company, a subsidiary of Charter Communications, Inc., a Delaware
corporation, CC Systems, Inc., a Delaware limited liability company, Charter
Communications Ventures, LLC, a Delaware limited liability company, Vulcan
Ventures Incorporated, a Washington corporation and Paul G. Allen, an
individual.
For purposes of making the cross references in the Schedule 13E-3 to the
Proxy Statement consistent with the revised Proxy Statement filed concurrently
herewith, this Amendment No. 2 to the Schedule 13E-3 hereby amends the Schedule
13E-3 to change certain cross references to the Proxy Statement as follows:
1. All cross references to the sections of the Proxy Statement entitled
"SPECIAL FACTORS: Position of the Company as to the Fairness to Stockholders
Unaffiliated with Charter Holdco, Charter or Vulcan of the Sale of Substantially
All of the Assets of the Company and the Purchase of the Common Stock from
Vulcan" to "SPECIAL FACTORS: Position of the Company as to the Fairness to
Stockholders Unaffiliated with any of the Charter Entities or Vulcan of the Sale
of Substantially All of the Assets of the Company and the Purchase of the Common
Stock from Vulcan"; and
2. All cross references to the sections of the Proxy Statement entitled
"SPECIAL FACTORS: Position of the Charter Entities as to the Fairness to
Stockholders Unaffiliated with any of the Charter Entities or Vulcan of the Sale
of Substantially All of the Company's assets and the Management Agreement with
CCI and the Position of Vulcan as to the Fairness to Stockholders Unaffiliated
with any of the Charter Entities or Vulcan of the Common Stock Purchase from
Vulcan" to "SPECIAL FACTORS: Position of the Charter Entities as to the Fairness
to Stockholders Unaffiliated with any of the Charter Entities or Vulcan of the
Sale of Substantially All of the Company's assets and the Management Agreement
with CCI, the Position of Vulcan as to the Fairness to Stockholders Unaffiliated
with any of the Charter Entities or Vulcan of the Common Stock Purchase from
Vulcan and Concurrence of Mr. Allen".
This Amendment No. 2 to the 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:
(a)(3) Preliminary Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
January 24, 2002, is incorporated herein by reference.
(b)(6) 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)).
(b)(7) 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)).
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: January 28, 2002 HIGH SPEED ACCESS CORP.
By: /s/ Daniel J. O'Brien
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Name: Daniel J. O'Brien
Title: President, Chief Executive Officer
and Director
CHARTER COMMUNICATIONS HOLDING
COMPANY, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CC SYSTEMS, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President, General Counsel
and Secretary
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
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Name: William D. Savoy
Title: President
PAUL G. ALLEN
By: /s/ William D. Savoy
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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:
(a)(3) Preliminary Proxy Statement filed by High Speed Access
Corp. with the Securities and Exchange Commission on
January 24, 2002, is incorporated herein by reference.
(b)(6) 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)).
(b)(7) 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)).