FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 31, 2001
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CHARTER COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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Commission File Number (Federal Employer
Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
ITEM 5. OTHER ITEMS.
On July 31, 2001 Charter Communications, Inc. announced its offer to
purchase the contracts and associated assets of High Speed Access Corp.
(Nasdaq:HSAC) that serve Charter's customers. A copy of the press release is
being filed as Exhibit 99.1 with this report.
ITEM 7. EXHIBITS.
99.1 Press release dated July 31, 2001.*
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications, Inc. has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.,
Registrant
Dated: August 2, 2001 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated July 31, 2001.
EX-99.1 OTHERDOC
PRESS RELEASE
EXHIBIT 99.1
[LOGO] Charter
Communications
A Wired World Company (TM)
FOR RELEASE: July 31, 2001
Charter Communications Extends Offer to HSA for Contracts
and Associated Assets Serving Charter Customers
ST. LOUIS - Charter Communications, Inc. (Nasdaq:CHTR), one of the
nation's largest broadband communications companies, today announced that it
extended an offer to High Speed Access Corp. (Nasdaq:HSAC) to purchase the
contracts and associated assets that serve Charter's customers. The offer
includes all assets used in or necessary to perform the services provided under
the Turnkey contract and Network Services Agreement for Charter cable systems,
including the call center and network operations center in Louisville, KY, and
all HSA-owned equipment in Charter headends and customer homes. The proposed
purchase price for those contracts and assets is approximately $73 million,
consisting of cash and the assumption of certain liabilities, subject to certain
adjustments. In addition, as part of the proposed transaction consideration, all
of the shares of Series D preferred stock of HSA held by Charter and its
affiliate, Vulcan Ventures Incorporated, would be cancelled.
As a result of this offer, Charter executives and board members who
served on HSA's board have resigned from their positions with HSA. Jerry Kent,
president and chief executive officer of Charter; Steve Silva, senior vice
president - corporate development and technology of Charter; and William Savoy,
director of Charter, resigned from HSA's board of directors.
Charter's offer has not been accepted by HSA and is subject to a number
of conditions, including approval by the boards of directors of Charter and HSA,
approval by the stockholders of HSA, third party consents, satisfactory
completion of due diligence and negotiation of definitive agreements.
Merrill Lynch & Co. is advising Charter in this potential transaction.
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
-more-
Charter, page 2...
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.
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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.
CONTACTS:
Media Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com