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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)*
HIGH SPEED ACCESS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
42979U-102
(CUSIP Number)
William D. Savoy Alvin G. Segel, Esq.
Vulcan Ventures Incorporated Irell & Manella LLP
110 - 110th Avenue N.E., Suite 550 1800 Avenue of the Stars
Bellevue, WA 98004 Suite 900
(206) 453-1940 Los Angeles, CA 90067
(310) 277-1010
Curtis S. Shaw, Esq. Leigh P. Ryan, Esq.
Charter Communications Ventures, LLC Paul, Hastings, Janofsky & Walker LLP
12405 Powerscourt Drive, Suite 100 399 Park Avenue, 31st Fl.
St. Louis, MO 63131 New York, NY 10022
(314) 965-0555 (212) 318-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2001
(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 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 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. 42979U-102 13D Page 2 of 18 Pages
--------------------- --------------------
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Vulcan Ventures Incorporated
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Not applicable
--------------------------------------------------------------------------------
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 Washington
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7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES --------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
27,798,278 SHARES (1)
OWNED BY EACH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
-0- SHARES
PERSON --------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
27,798,278 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,798,278 SHARES (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.9% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 14,
2001.
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14. TYPE OF REPORTING PERSON*
CO
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(1) These shares are directly owned by Vulcan Ventures Incorporated. Paul G.
Allen is the sole shareholder of Vulcan Ventures Incorporated and may be
deemed to have shared voting and dispositive power with respect to such
shares. The reported shares include 20,222,139 shares of common stock owned
by Vulcan Ventures Incorporated and 7,576,139 shares of common stock that
may be obtained upon conversion (at the conversion price in effect as of
the date hereof) of 38,000 shares of Series D Preferred Stock owned by
Vulcan Ventures Incorporated.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 3 of 18 Pages
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1. NAMES OF REPORTING PERSONS
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) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Not applicable
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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
-0- SHARES
SHARES ---------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
37,750,198 SHARES (1)
OWNED BY EACH ---------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
37,750,198 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,750,198 SHARES (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 14,
2001.
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14. TYPE OF REPORTING PERSON*
IN
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(1) 27,798,278 of these shares are directly owned by Vulcan Ventures
Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures
Incorporated and may be deemed to have shared voting and dispositive power
with respect to such shares. Such shares include 20,222,139 shares of
common stock owned by Vulcan Ventures Incorporated and 7,576,139 shares of
common stock that may be obtained upon conversion (at the conversion price
in effect as of the date hereof) of 38,000 shares of Series D Preferred
Stock owned by Vulcan Ventures Incorporated. The reported shares also
include 2,575,153 shares of common stock issuable upon exercise of warrants
held by Charter Communications, Inc., an affiliate of Mr. Allen. Mr. Allen
may be deemed to have shared voting and dispositive power with respect to
such shares. The reported shares also include 7,376,767 shares of common
stock that may be obtained upon conversion (at the conversion price in
effect as of the date hereof) of 37,000 shares of Series D Preferred Stock
owned by Charter Communications Ventures, LLC, an affiliate of Mr. Allen.
Mr. Allen may be deemed to have shared voting and dispositive power with
respect to such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 4 of 18 Pages
--------------------- --------------------
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Ventures, LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [_]
(b) [X]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not applicable
--------------------------------------------------------------------------------
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 Delaware
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7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH --------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 14,
2001.
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14. TYPE OF REPORTING PERSON*
OO
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(1) The reported shares include 2,575,153 shares of common stock issuable
upon exercise of warrants held by Charter Communications, Inc., an
affiliate of Charter Communications Ventures, LLC. Charter Communications
Ventures, LLC may be deemed to have shared voting and dispositive power
with respect to such shares. The reported shares also include 7,376,767
shares of common stock that may be obtained upon conversion (at the
conversion price in effect as of the date hereof) of 37,000 shares of
Series D Preferred Stock owned by Charter Communications Ventures, LLC.
The reported shares do not include 7,576,139 shares of common stock that
may be obtained upon conversion (at the conversion price in effect on the
date hereof) of 38,000 shares of Series D Preferred Stock owned by Vulcan
Ventures Incorporated that Charter Communications Holdings Company LLC, an
affiliate of Charter Communications Ventures, LLC, has agreed to purchase
pursuant to the Stock Purchase Agreement described below.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 5 of 18 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Holdings, LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not applicable
--------------------------------------------------------------------------------
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 Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH --------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 14, 2001.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable
upon exercise of warrants held by Charter Communications, Inc., an
affiliate of Charter Communications Holdings, LLC. Charter Communications
Holdings, LLC may be deemed to have shared voting and dispositive power
with respect to such shares. The reported shares also include 7,376,767
shares of common stock that may be obtained upon conversion (at the
conversion price in effect as of the date hereof) of 37,000 shares of
Series D Preferred Stock owned by Charter Communications Ventures, LLC, an
affiliate of Charter Communications Holdings, LLC. Charter Communications
Holdings, LLC may be deemed to have shared voting and dispositive power
with respect to such shares. The reported shares do not include 7,576,139
shares of common stock that may be obtained upon conversion (at the
conversion price in effect on the date hereof) of 38,000 shares of Series
D Preferred Stock owned by Vulcan Ventures Incorporated that Charter
Communications Holdings Company LLC, an affiliate of Charter
Communications Holdings, LLC, has agreed to purchase pursuant to the Stock
Purchase Agreement described below.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 6 of 18 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications Holding Company, LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS *
AF
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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 Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH --------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 14, 2001.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable
upon exercise of warrants held by Charter Communications, Inc., an
affiliate of Charter Communications Holding Company, LLC. Charter
Communications Holding Company, LLC may be deemed to have shared voting
and dispositive power with respect to such shares. The reported shares
also include 7,376,767 shares of common stock that may be obtained upon
conversion (at the conversion price in effect as of the date hereof) of
37,000 shares of Series D Preferred Stock owned by Charter Communications
Ventures, LLC, an affiliate of Charter Communications Holding Company,
LLC. Charter Communications Holding Company, LLC may be deemed to have
shared voting and dispositive power with respect to such shares. The
reported shares do not include 7,576,139 shares of common stock that may
be obtained upon conversion (at the conversion price in effect on the date
hereof) of 38,000 shares of Series D Preferred Stock owned by Vulcan
Ventures Incorporated that Charter Communications Holdings Company LLC has
agreed to purchase pursuant to the Stock Purchase Agreement described
below.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 7 of 18 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charter Communications, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not applicable
--------------------------------------------------------------------------------
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 Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,951,920 SHARES (1)
OWNED BY EACH --------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,951,920 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,951,920 SHARES (1)
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5% based on 58,809,052 shares of common stock outstanding as of June
30, 2001, as reported by the Issuer in its Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 14, 2001.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
(1) The reported shares include 2,575,153 shares of common stock issuable
upon exercise of warrants held by Charter Communications, Inc. The
reported shares also include 7,376,767 shares of common stock that may be
obtained upon conversion (at the the conversion price in effect as of the
date hereof) of 37,000 shares of Series D Preferred Stock owned by Charter
Communications Ventures, LLC, an affiliate of Charter Communications, Inc.
Charter Communications, Inc. may be deemed to have shared voting and
dispositive power with respect to such shares. The reported shares do not
include 7,576,139 shares of common stock that may be obtained upon
conversion (at the conversion price in effect on the date hereof) of
38,000 shares of Series D Preferred Stock owned by Vulcan Ventures
Incorporated that Charter Communications Holdings Company LLC, an
affiliate of Charter Communications, Inc., has agreed to purchase pursuant
to the Stock Purchase Agreement described below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42979U-102 13D Page 8 of 18 Pages
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SCHEDULE 13D
This statement, which is being filed by Vulcan Ventures Incorporated, a
Washington corporation ("Vulcan Ventures"), Charter Communications Ventures,
LLC, a Delaware limited liability company ("Charter Ventures"), Charter
Communications Holdings, LLC, a Delaware limited liability company ("Charter
Holdings"), Charter Communications Holding Company, LLC, a Delaware limited
liability company ("Charter Holdco"), Charter Communications, Inc., a Delaware
corporation ("Charter" and together with Charter Ventures, Charter Holdings and
Charter Holdco, the "Charter Reporting Persons"), and Paul G. Allen, the
Chairman, President and sole shareholder of Vulcan Ventures and the Chairman of
Charter ("Mr. Allen", and together with Vulcan Ventures and the Charter
Reporting Persons, the "Reporting Persons"), constitutes Amendment No. 6 to the
Schedule 13D originally filed with the Securities and Exchange Commission (the
"SEC") on June 21, 1999, on Schedule 13D (the "Schedule 13D"), as amended by
Amendment No. 1 filed with the SEC on June 28, 1999, Amendment No. 2 filed with
the SEC on August 24, 1999, Amendment No. 3 filed with the SEC on November 17,
2000, Amendment No. 4 filed with the SEC on December 13, 2000 and Amendment No.
5 filed with the SEC on August 1, 2001. The Schedule 13D relates to the common
stock, par value $.01 per share, of High Speed Access Corp., a Delaware
corporation (the "Issuer"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 13D. Capitalized terms used herein
and not defined shall have the meaning set forth in the Schedule 13D.
Each of the Reporting Persons acknowledges responsibility with respect to
the information provided as to such signatory, but assumes no responsibility
with respect to the information provided as to any other signatory.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended to reflect the following:
o Jerald L. Kent and William D. Savoy are no longer directors of the
Issuer;
o The address of each officer and director described in Item 2 of
prior Amendments to the Schedule 13D who listed his or her business
address as Charter Communications, Inc., 12444 Powerscourt Drive,
St. Louis, Missouri 63131 is now Charter Communications, Inc.,
12405 Powerscourt Drive, St. Louis, Missouri 63131; and
o An additional paragraph describing an executive officer of the
Charter Reporting Persons is added as follows:
Majid R. Mir, Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131. Mr. Mir is Senior Vice President
- Telephony and Advanced Services of Charter Communications, Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended by adding the following:
On September 28, 2001, Charter Holdco agreed to purchase 38,0000
shares of Series D Preferred Stock from Vulcan Ventures pursuant to the Stock
Purchase Agreement described below. Charter Holdco intends to fund its purchase
of the Series D Preferred Stock from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following:
Asset Purchase Agreement
On September 28, 2001, the Issuer and Charter Holdco entered into an
Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of September
28, 2001, pursuant to which the Issuer agreed to sell to Charter Holdco
substantially all of the Issuer's assets, and Charter Holdco agreed to assume
certain of the Issuer's liabilities, related to the Issuer's business of
providing high speed internet access to Charter's residential and commercial
customers via cable modems (the "Cable Modem Business") pursuant to two Network
Services Agreements, one dated November 25, 1998 (the "Full Turnkey Agreement")
and the other dated as of May 12, 2000 (the "Second NSA Agreement" and together
with the Full Turnkey Agreement, the "Network Services Agreements").
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CUSIP NO. 42979U-102 13D Page 9 of 18 Pages
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Purchase Price
The purchase price for the acquired assets is $81,100,000 in cash,
subject to adjustment as described below, 75,000 shares of the Issuer's Series D
Preferred Stock together with the cancellation of any rights to dividends with
respect to such shares, and the cancellation of all warrants to buy shares of
the Issuer's common stock held by Charter Holdco. The 75,000 shares of Series D
Preferred Stock include the shares to be acquired by Charter Holdco from Vulcan
Ventures pursuant to the Stock Purchase Agreement described below.
Purchase Price Adjustment
At closing, Charter Holdco will hold back $750,000 for purposes of
purchase price adjustments described in the following three paragraphs (the
"Adjustment Holdback"). Charter Holdco will also hold back $4,000,000 for
purposes of settling indemnity claims under the Asset Purchase Agreement (the
"Indemnification Holdback").
The purchase price will be increased at closing by the amount of
current assets acquired by Charter Holdco, which will include items such as (i)
certain accounts receivable from Charter Holdco related to the Second NSA
Agreement, (ii) certain security deposits and prepayments and (iii) certain
receivables from customers of the Cable Modem Business.
The purchase price will be decreased at closing by the sum of (i) the
liabilities assumed by Charter Holdco under the capital leases assumed as part
of the acquired assets, (ii) certain current liabilities incurred on or prior to
closing related to the Cable Modem Business, including accounts payable, (iii)
accrued costs related to employees of the Issuer to be hired by Charter Holdco,
and (iv) certain charges payable by the Issuer to Charter Holdco in connection
with the pre-closing operation of the Cable Modem Business.
Any decreases in the purchase price will be made first from the
Adjustment Holdback and all adjustments to the purchase price will be made at or
following closing.
Covenants and Agreements of the Issuer and Charter Holdco
Among other covenants, the Issuer agreed that it would conduct the
Cable Modem Business in the ordinary course until closing and use commercially
reasonable efforts to preserve the acquired assets and the Cable Modem Business
and relationships with persons with whom it has significant business dealings in
connection with the Cable Modem Business.
The parties agreed that Launch Fees payable by the Issuer to Charter
Holdco under the Second NSA Agreement will not be payable unless the Asset
Purchase Agreement is terminated in accordance with its terms. The parties also
agreed that the Second NSA Agreement will terminate upon closing and that
Charter HoldCo will use its best efforts to cause the Full Turnkey Agreement to
terminate as of the closing without liability to any party thereto.
Conditions to Closing
The closing of the Asset Purchase Agreement is subject to a number of
conditions, including approval by (i) the holders of at least a majority of the
Issuer's preferred and common stock, voting together as a single class (with the
Series D Preferred Stock voting on an "as converted to common stock" basis),
(ii) the holders of at least two-thirds of the Series D Preferred Stock, voting
separately as a single class and (iii) the holders of at least a majority of the
Issuer's preferred and common stock actually voting on the transaction other
than Charter Holdco, Vulcan Ventures, or any of their respective affiliates, or
any officers and directors of the Issuer that are entitled to receive a payment
in the nature of compensation contingent upon consummation of the transactions
(with the Series D Preferred Stock voting on an "as converted to common stock"
basis).
The holders of over 51% of the Issuer's issued and outstanding common
and preferred stock, counted together as a single class (including Charter
Holdco, Vulcan Ventures and their affiliates and executive officers and
directors of the Issuer), and the holders of all the Issuer's Series D Preferred
Stock have agreed to vote in favor of the Asset Purchase Agreement. See "Voting
Agreement" below. The holders of common stock and preferred stock of the Issuer
other than Charter Holdco, Vulcan Ventures, and their respective affiliates, and
the executive officers and directors of the Issuer are not parties to or
otherwise bound by the Voting Agreement; such holders will be afforded an
opportunity to consider the transaction at a special meeting of the stockholders
of the Issuer.
--------------------- --------------------
CUSIP NO. 42979U-102 13D Page 10 of 18 Pages
--------------------- --------------------
Closing is also conditioned upon termination of the Hart-Scott-Rodino
waiting period and the absence of any material adverse change in the acquired
assets or the Cable Modem Business.
Termination
If the Asset Purchase Agreement is terminated due to a party's
negligent or willful failure to perform its obligations, that party must pay the
reasonable out-of-pocket expenses incurred by the other party prior to the date
of termination, including legal and banking fees, together with certain fees and
expenses chargeable under the Management Agreement. See "Management Agreement"
below.
The Issuer has the right to entertain unsolicited acquisition
proposals that the Issuer's board of directors determines in its good faith
judgment are more favorable to the Issuer's stockholders than the Asset Purchase
Agreement and to terminate the Asset Purchase Agreement if the Issuer enters
into a definitive agreement providing for such an alternative acquisition. The
Asset Purchase Agreement does not provide for the payment of breakup fees or
other penalties if the Issuer accepts such an alternative acquisition proposal;
however, Charter Holdco will be entitled to reimbursement of its reasonable
out-of-pocket expenses prior to the date of termination, including legal and
banking fees, together with certain fees and expenses chargeable under the
Management Agreement.
The Asset Purchase Agreement may also be terminated by the Issuer or
Charter Holdco if the closing has not occurred on or prior to March 31, 2002.
Indemnification
The Issuer agreed to indemnify Charter Holdco against all claims
arising from breaches of its representations, warranties or covenants, the
excluded liabilities or the pre-closing operation of the Cable Modem Business.
The Issuer's pre-closing covenants and representations and warranties will
survive for a period of eighteen months after the closing, except that
representations and warranties regarding title to the acquired assets will
survive in perpetuity, the representations and warranties related to taxes will
survive until after the statue of limitations has expired with respect to claims
thereto and representations and warranties with respect to certain benefit plans
and environmental matters will survive for twenty-four months after the closing.
The Issuer will have no liability for claims arising from breaches of
its representations, warranties or pre-closing covenants unless the damages in
the aggregate for such breaches exceed $250,000, in which case, Charter Holdco
is entitled to reimbursement from the first dollar of such damages. In addition,
payments for damages related to claims arising from breaches of the Issuer's
representations, warranties or pre-closing covenants will be made solely from
and only to the extent of the $4,000,000 Indemnification Holdback.
Charter Holdco is entitled to reimbursement from the first dollar of
damages related to breaches of post-closing covenants, the representations and
warranties related to title, taxes, certain benefit plans and environmental
matters, the excluded liabilities, the operation of the Cable Modem Business
before the closing and actual common law fraud, and such damages are not limited
to the $4,000,000 Indemnification Holdback.
Twelve months after closing, $2 million of the Indemnification
Holdback will be released to the Issuer, less the aggregate amount of
indemnification claims previously satisfied from the Indemnification Holdback
and any pending indemnification claims, and the balance, less previously paid
and any pending indemnification claims, will be released to the Issuer eighteen
months after the closing.
The foregoing description of the Asset Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Asset Purchase Agreement, a copy of which is filed herewith as Exhibit
10.1.
Management Agreement
In connection with the Asset Purchase Agreement, the Issuer and
Charter entered into a Services and Management Agreement (the "Management
Agreement") pursuant to which the Issuer agreed to allow Charter to perform
certain services previously performed by the Issuer under a the Network Services
Agreements.
Services
In the Management Agreement, Charter agreed to perform the services
described in the Full Turnkey Agreement relating to the installation of internet
access to Charter's residential and commercial subscribers. Charter also agreed
to procure, at
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CUSIP NO. 42979U-102 13D Page 11 of 18 Pages
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its cost, after deployment of the modems owned by the Issuer at the CMB sites or
in transit (the "Modem Inventory"), the cable modems necessary for such
installation services. The Issuer and Charter agreed that they would each have
the right to perform, at their respective costs, the marketing of internet
access service to Charter's subscribers.
In the Management Agreement, the parties agreed that Charter would
have the right, at its option, to perform certain additional services in order
to facilitate the transition of the Cable Modem Business operations from the
Issuer to Charter Holdco. These additional services included Charter's right to
participate in policy-making by the Issuer relating to the customer care and
operation of the Issuer's Louisville, Kentucky network operations center, the
responsibility for making decisions relating to pursuit, termination and
prioritization of the Cable Modem Business projects relating to engineering
design and information systems infrastructure and operation, determining which
employees will be assigned to perform any of the services covered under the
Management Agreement, formulating and supervising programs, policies and
procedures relating to the Cable Modem Business and establishing and directing
the technical standards and procedures related to the Cable Modem Business.
Installation and Marketing Fees
In connection with Charter's performance of the installation and
marketing services described above, the Issuer agreed to pay Charter the
following amounts for each new subscriber connection added during the period
expiring when neither of the Network Services Agreements is in effect or the
Management Agreement is earlier terminated according to its terms: an
installation fee of $115, a marketing fee of $50, $150 for each Com 21 modem
installed and $100 for each DOCSIS modem installed (other than modems obtained
from the Modem Inventory). These amounts accrue as a liability of the Issuer
during the pre-closing period. If the Asset Purchase Agreement closes, the
amounts due to Charter will be waived by Charter. If the Management Agreement is
terminated prior to termination of the Asset Purchase Agreement, accrued amounts
will not be payable until the earlier of closing of the Asset Purchase Agreement
(in which case the amounts accrued are waived) or termination of the Asset
Purchase Agreement, in which case the amounts accrued become immediately due and
payable to Charter.
Incremented Costs
In the Management Agreement, Charter agreed to pay all costs and
expenses ("incremental costs") incurred by the Issuer to the extent relating to
and arising out of Charter's exercise of its right to perform the additional
services described above. However, Charter's reimbursement obligation does not
extend to costs incurred by the Issuer in conducting the Cable Modem Business in
the ordinary course as required in the Asset Purchase Agreement or to costs that
the Issuer would have incurred even without Charter's performance of such
additional services. If incremental costs are less than or equal to $100,000,
Charter must pay the Issuer for those incremental costs at the closing of the
Asset Purchase Agreement. Amounts in excess of $100,000 are payable by Charter
within 30 days of being invoiced for such costs. If the Issuer terminates the
Management Agreement for reasons other than breaches of the Agreement by Charter
or other misconduct by Charter, Charter does not have to pay any remaining
outstanding incremental costs.
The foregoing description of the Management Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Management Agreement, a copy of which is filed herewith as Exhibit 10.2.
Billing Letter Agreement
In addition, Charter has elected under the November 25, 1998 Network
Services Agreement to assume responsibility to bill cable subscribers and
collect revenues in connection with the Cable Modem Business. The Issuer has
agreed to assist Charter in the transition of this billing function from the
Issuer to Charter, to deliver certain of its databases it used in the billing
function, to make technical support personnel available to Charter and to
provide Charter to free access to the Issuer's data exchange/software interface.
License Agreement
In connection with the Asset Purchase Agreement, the Issuer, HSA
International, Inc., a subsidiary of the Issuer (referred to collectively with
the Issuer), and Charter Holdco entered into a License Agreement (the "License
Agreement") pursuant to which Charter Holdco granted the Issuer rights to use
certain intellectual property to be sold by the Issuer to Charter Holdco under
the Asset Purchase Agreement in the conduct of the Issuer's remaining
businesses.
Licensed Rights
These rights include domestic (U.S.) and international (non-U.S.)
software tools licenses which are royalty-free, non-transferable and
non-sublicensable licenses in HSA-created aspects and software for specified
applications.
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CUSIP NO. 42979U-102 13D Page 12 of 18 Pages
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The Issuer may only use the domestic license in the operation of its
U.S. web-hosting and broadband ISP business to facilitate the winding down of
those businesses. The Issuer may only use the international license in the
operation of its non-U.S. consulting and Internet service provisioning
activities. The Issuer agreed that it would not use either license or related
intellectual property rights in any manner that competes with the business of
Charter Holdco or its affiliates.
License Term
The domestic license expires on the earlier of (i) such time as the
Issuer ceases its domestic ISP and web-hosting activities and (ii) June 30,
2002. The international license expires three years from the date of the closing
of the Asset Purchase Agreement.
Ownership of Licensed Property
The Issuer agreed to use the rights to be licensed from Charter Holdco
in a manner conforming with the Issuer's customary uses and with applicable law.
Except to the extent of the grant of the licensed rights, Charter Holdco is the
sole and exclusive owner of all right, title and interest in the software tools
and international intellectual property rights and all portions and copies
thereof. The Issuer agreed that it would do nothing to impair Charter Holdco's
ability to operate the Cable Modem Business.
The foregoing description of the License Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
License Agreement, a copy of which is filed herewith as Exhibit 10.3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) As of the date of this Amendment, Vulcan Ventures, Mr. Allen and
each of the Charter Reporting Persons beneficially own 27,798,278 shares,
37,750,198 shares and 9,951,920 shares, respectively, of the Issuer's common
stock. Such shares include 7,576,139 shares and 7,376,767 shares of common stock
that may be obtained upon conversion (at the conversion price in effect as of
the date hereof) of the 38,000 shares and 37,000 shares of Series D Preferred
Stock held by Vulcan Ventures and Charter Ventures, respectively, and the shares
of common stock issuable upon exercise of the 2,575,153 warrants held by
Charter. The above conversion numbers for the Series D Preferred Stock are based
on a liquidation preference of $1,000 per share of Series D Preferred Stock and
a conversion price of $5.01875 per share of common stock.
Vulcan Ventures', Mr. Allen's and the Charter Reporting Persons'
stockholdings, assuming immediate conversion of all of the shares of Series D
Preferred Stock into shares of common stock and exercise of the warrants,
represent approximately 41.9%, 49.5% and 14.5%, respectively, of the shares of
the Issuer's common stock outstanding, including shares issuable on such
conversion and exercise.
Upon consummation of the transactions contemplated by the Asset
Purchase Agreement and the Stock Purchase Agreement, including the transfer of
38,000 shares of Series D Preferred Stock by Vulcan Ventures to Charter Holdco
pursuant to the Stock Purchase Agreement and the subsequent transfer of all
75,000 shares of Series D Preferred Stock then held by Charter Holdco to the
Issuer and the cancellation of the Charter Warrants (as defined in the Asset
Purchase Agreement) pursuant to the Asset Purchase Agreement, Vulcan Ventures
and Mr. Allen will each beneficially own 20,222,139 shares of the Issuer's
common stock, which will represent approximately 34.4% of the Issuer's common
stock then outstanding, and none of the Charter Reporting Persons will hold any
securities of the Issuer. But see Items 4 and 6 for a description of termination
provisions and conditions to closing of the Asset Purchase Agreement and the
Stock Purchase Agreement.
All of the percentages set forth in this Item 5(a) are based upon
58,809,052 shares of the Issuer's common stock outstanding as of June 30, 2001,
as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 14, 2001.
To the best knowledge of Vulcan Ventures, Mr. Allen and the Charter
Reporting Persons, none of the other parties named in Item 2 owns any of the
Issuer's common stock, except as follows:
William D. Savoy, Vice President and a Director of Vulcan Ventures and
a Director of Charter, Charter Holdco, and Charter Holdings, beneficially owns
immediately exercisable options to acquire 40,750 shares of the Issuer's common
stock. Mr. Savoy resigned as a Director of the Issuer on July 30, 2001. Vulcan
Ventures and the Charter Reporting Persons disclaim beneficial ownership of such
options.
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CUSIP NO. 42979U-102 13D Page 13 of 18 Pages
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Jerald L. Kent, President, Chief Executive Officer and a Director of
the Charter Reporting Persons, beneficially owns 8,000 shares of the Issuer's
common stock and immediately exercisable options to acquire 50,375 shares of the
Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares and options.
David G. Barford, Executive Vice President and Chief Operating Officer
of the Charter Reporting Persons, beneficially owns 5,769 shares of the Issuer's
common stock as the sole trustee of a family trust. Vulcan Ventures and the
Charter Reporting Persons disclaim beneficial ownership of such shares.
Thomas R. Jokerst, Senior Vice President - Advanced Technology
Development of the Charter Reporting Persons, beneficially owns 30,000 shares of
the Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares.
David L. McCall, Senior Vice President of Operations - Eastern
Division of the Charter Reporting Persons, beneficially owns 2,000 shares of the
Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares.
Steven A. Schumm, Executive Vice President, Assistant to the President
of the Charter Reporting Persons, beneficially owns 2,300 shares of the Issuer's
common stock, 1,150 shares of which are owned jointly with his wife and 1,150
shares of which are subject to a trust for the benefit of his mother of which he
is the trustee. Vulcan Ventures and the Charter Reporting Persons disclaim
beneficial ownership of such shares.
Stephen E. Silva, Senior Vice President - Corporate Development and
Technology of the Charter Reporting Persons, beneficially owns 19,250 shares of
the Issuer's common stock and immediately exercisable options to acquire 41,463
shares of the Issuer's common stock. Vulcan Ventures and the Charter Reporting
Persons disclaim beneficial ownership of such shares and options.
(b) Vulcan Ventures and Mr. Allen have shared voting and dispositive
power with respect to all of the shares of the Issuer's common stock and Series
D Preferred Stock owned directly by Vulcan Ventures (including the shares of
common stock issuable upon conversion of the Series D Preferred Stock). Mr.
Allen and the Charter Reporting Persons have shared dispositive power with
respect to all of the shares of the Issuer's common stock issuable upon the
exercise of all warrants held by Charter and shared dispositive and voting power
with respect to all of the shares of Series D Preferred Stock held by Charter
Ventures (including the shares of common stock issuable upon conversion of the
Series D Preferred Stock).
(c) None of Vulcan Ventures, Mr. Allen or the Charter Reporting
Persons have, nor, to the knowledge of Vulcan Ventures, Mr. Allen or the Charter
Reporting Persons, have any of Vulcan Ventures' or the Charter Reporting
Persons' executive officers, directors or controlling persons, effected any
transactions in the Issuer's common stock or Series D Preferred Stock during the
past sixty days.
(d) Neither Vulcan Ventures, Mr. Allen nor the Charter Reporting
Persons know 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 common
stock directly owned by Vulcan Ventures, Mr. Allen or the Charter Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the following:
Stock Purchase Agreement
In connection with the transactions contemplated by the Asset Purchase
Agreement, Vulcan Ventures and Charter Holdco entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") pursuant to which Charter Holdco will
purchase from Vulcan Ventures 38,000 shares of the Issuer's Series D Preferred
Stock, which represents all of the Issuer's Series D Preferred Stock owned by
Vulcan Ventures. The purchase price will be $8 million in cash.
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CUSIP NO. 42979U-102 13D Page 14 of 18 Pages
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The closing of the sale of the Series D Preferred Stock under the
Stock Purchase Agreement will occur immediately prior to the closing of the
Asset Purchase Agreement.
The Stock Purchase Agreement terminates if the Asset Purchase
Agreement terminates.
The foregoing description of the Stock Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit
10.4.
Voting Agreement
In connection with the Asset Purchase Agreement, the Issuer, Charter
Ventures, Vulcan Ventures and the directors of the Issuer entered into a Voting
Agreement (the "Voting Agreement") pursuant to which all parties agreed to vote
all shares of the Issuer's common stock and/or preferred stock which they held
in favor of the Asset Purchase Agreement and against any competing acquisition
proposal.
The shares of preferred and common stock held by the parties to the
Voting Agreement as of the date hereof represent approximately 51.4% of the
Issuer's total issued and outstanding voting stock (assuming conversion of all
75,000 shares of Series D Preferred Stock) and 100% of the Series D Preferred
Stock. The holders of common stock and preferred stock of the Issuer other than
Charter Holdco, Vulcan Ventures, and their respective affiliates, and the
executive officers and directors of the Issuer, are not parties to or otherwise
bound by the Voting Agreement; such holders will be afforded an opportunity to
consider the transaction at a special meeting of the stockholders of the Issuer.
The Voting Agreement terminates if the Asset Purchase Agreement
terminates.
The foregoing description of the Voting Agreement is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Voting Agreement, a copy of which is filed herewith as Exhibit 10.5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit 10.1: Asset Purchase Agreement, dated as of
September 28, 2001, between High Speed Access
Corp. and Charter Communications Holding
Company, LLC (including as Exhibit A, the Form
of Voting Agreement, as Exhibit B, the form of
Management Agreement, as Exhibit C, the form
of License Agreement, and as Exhibit D, the
Form of Billing Letter Agreement).
Exhibit 10.2: Services and Management Agreement, dated as of
September 28, 2001, between High Speed Access
Corp. and Charter Communications, Inc.
Exhibit 10.3: License Agreement, dated as of
September 28, 2001, between High Speed Access
Corp., HSA International, Inc. and Charter
Communications Holding Company, LLC.
Exhibit 10.4: Stock Purchase Agreement, dated as of
September 28, 2001, by and among Vulcan
Ventures Incorporated and Charter
Communications Holding Company, LLC.
Exhibit 10.5: Voting Agreement, dated as of
September 28, 2001, between High Speed Access
Corp, Charter Communications Ventures, LLC,
Vulcan Ventures Incorporated and
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CUSIP NO. 42979U-102 13D Page 15 of 18 Pages
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certain directors party thereto.
Exhibit 99.1: Joint Filing Statement (incorporated by
reference to Exhibit 99.1 to the Reporting
Persons' Schedule 13D/A, Amendment No. 3,
filed November 17, 2000).
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CUSIP NO. 42979U-102 13D Page 16 of 18 Pages
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 10.1: Asset Purchase Agreement, dated as of
September 28, 2001, between High Speed Access Corp.
and Charter Communications Holding Company, LLC
relating to the sale of assets by High Speed Access
Corp (including as Exhibit A, the Form of Voting
Agreement, as Exhibit B, the form of Management
Agreement, as Exhibit C, the form of License
Agreement, and as Exhibit D, the Form of Billing
Letter Agreement).
Exhibit 10.2: Services and Management Agreement, dated as of
September 28, 2001, between High Speed Access Corp.
and Charter Communications, Inc.
Exhibit 10.3: License Agreement, dated as of September 28, 2001,
between High Speed Access Corp., HSA International,
Inc. and Charter Communications Holding Company,
LLC.
Exhibit 10.4: Stock Purchase Agreement, dated as of
September 28, 2001, by and among Vulcan Ventures
Incorporated and Charter Communications Holding
Company, LLC.
Exhibit 10.5: Voting Agreement, dated as of September 28, 2001,
between High Speed Access Corp, Charter
Communications Ventures, LLC, Vulcan Ventures
Incorporated and certain directors party thereto.
Exhibit 99.1: Joint Filing Statement (incorporated by reference to
Exhibit 99.1 to the Reporting Persons' Schedule
13D/A, Amendment No. 3, filed November 17, 2000).
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CUSIP NO. 42979U-102 13D Page 17 of 18 Pages
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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: September 28, 2001 VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
--------------------------
Name: William D. Savoy
Title: Vice President
Dated: September 28, 2001 *
---------------------------
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 filed on August 30, 1999,
with the Schedule 13G of Vulcan
Ventures Incorporated and Paul G. Allen
for Pathogenesis, Inc., and
incorporated herein by reference
Dated: September 28, 2001 CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
-----------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: September 28, 2001 CHARTER COMMUNICATIONS HOLDINGS, LLC
By: /s/ Curtis S. Shaw
-----------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: September 28, 2001 CHARTER COMMUNICATIONS HOLDING COMPANY,
LLC
By: /s/ Curtis S. Shaw
-----------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
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CUSIP NO. 42979U-102 13D Page 18 of 18 Pages
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Dated: September 28, 2001 CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
-----------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary