<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
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. 4)*
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 2000
(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).
<PAGE>
-------------------------- ----------------------------
CUSIP NO. 42979U-102 13D Page 2 of 11 Pages
-------------------------- ----------------------------
-------------------------------------------------------------------------------
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]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
27,793,745 SHARES (1)
OWNED BY EACH -------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
-0- SHARES
PERSON -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
27,793,745 SHARES (1)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,793,745 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)
47.4% based on 58,684,184 shares of common stock outstanding as of
October 31, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
(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 the 7,571,606 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 of Series D Senior Convertible
Preferred Stock that Vulcan Ventures Incorporated acquired on December 5,
2000, pursuant to the Stock Purchase Agreement (as defined below) and
20,222,139 shares of common stock that it owned prior to the execution of
the Stock Purchase Agreement.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------- -----------------------
CUSIP NO. 42979U-102 13D Page 3 of 11 Pages
---------------------------- -----------------------
------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul G. Allen
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
36,813,869 SHARES (1)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
36,813,869 SHARES (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,813,869 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)
62.7% based on 58,684,184 shares of common stock outstanding as of October
31, 2000, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
------------------------------------------------------------------------------
(1) 27,793,745 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 the 7,571,606 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 of Series D Senior
Convertible Preferred Stock that Vulcan Ventures Incorporated acquired on
December 5, 2000, pursuant to the Stock Purchase Agreement and 20,222,139
shares of common stock that it owned prior to the execution of the Stock
Purchase Agreement. The reported shares also include 1,647,770 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 the 7,372,354 shares of common stock that may
be obtained upon conversion (at the conversion price in effect as of the
date hereof) of the 37,000 shares of Series D Senior Preferred Stock that
Charter Communications Ventures, LLC, an affiliate of Mr. Allen, acquired
on December 5, 2000, pursuant to the Stock Purchase Agreement. Mr. Allen
may be deemed to have shared voting and dispositive power with respect to
such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
---------------------------- ----------------------------
CUSIP NO. 42979U-102 13D Page 4 of 11 Pages
---------------------------- ----------------------------
------------------------------------------------------------------------------
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]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
------------------------------------------------------------------------------
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
9,020,124 SHARES (1)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,020,124 SHARES (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,020,124 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)
15.4% based on 58,684,184 shares of common stock outstanding as of
October 31, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
(1) The reported shares include 1,647,770 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 the 7,372,354 shares of
common stock that may be obtained upon conversion (at the conversion price
in effect as of the date hereof) of the 37,000 shares of Series D Senior
Convertible Preferred Stock that Charter Communications Ventures, LLC
acquired on December 5, 2000, pursuant to the Stock Purchase Agreement.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
-------------------- ------------------
CUSIP NO. 42979U-102 Page 5 of 11 Pages
-------------------- ------------------
------------------------------------------------------------------------------
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]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
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 Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,020,124 SHARES (1)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,020,124 SHARES (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,020,124 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)
15.4% based on 58,684,184 shares of common stock outstanding as of
October 31, 2000, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
(1) The reported shares include 1,647,770 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 the 7,372,354 shares of
common stock that may be obtained upon conversion (at the conversion price
in effect as of the date hereof) of the 37,000 shares of Series D Senior
Convertible Preferred Stock that Charter Communications Ventures, LLC, an
affiliate of Charter Communications Holdings, LLC, acquired on December 5,
2000, pursuant to the Stock Purchase Agreement. Charter Communications
Holdings, LLC may be deemed to have shared voting and dispositive power
with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
-------------------------- ----------------------------
CUSIP NO. 42979U-102 13D Page 6 of 11 Pages
-------------------------- ----------------------------
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
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
9,020,124 SHARES (1)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,020,124 SHARES (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,020,124 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)
15.4% based on 58,684,184 shares of common stock outstanding on October
31, 2000, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
(1) The reported shares include 1,647,770 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 the 7,372,354
shares of common stock that may be obtained upon conversion (at the
conversion price in effect as of the date hereof) of the 37,000 shares of
Series D Senior Convertible Preferred Stock that Charter Communications
Ventures, LLC, an affiliate of Charter Communications Holding Company, LLC,
acquired on December 5, 2000, pursuant to the Stock Purchase Agreement.
Charter Communications Holding Company, LLC may be deemed to have shared
voting and dispositive power with respect to such shares.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
-------------------- 13D -------------------
CUSIP NO. 42979U-102 Page 7 of 11 Pages
-------------------- -------------------
------------------------------------------------------------------------------
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*
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 Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
-0- SHARES
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
9,020,124 SHARES (1)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE SHARES
REPORTING
-0- SHARES
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
9,020,124 SHARES (1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,020,124 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)
15.4% based on 58,684,184 shares of common stock outstanding on October
31, 2000, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
(1) The reported shares include 1,647,770 shares of common stock issuable upon
exercise of warrants held by Charter Communications, Inc. The reported
shares also include the 7,372,354 shares of common stock that may be
obtained upon conversion (at the conversion price in effect as of the date
hereof) of the 37,000 shares of Series D Senior Convertible Preferred
Stock that Charter Communications Ventures, LLC, an affiliate of Charter
Communications, Inc., acquired on December 5, 2000, pursuant to the Stock
Purchase Agreement. Charter Communications, Inc. may be deemed to have
shared voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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"), constitutes Amendment No. 4 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 and Amendment No. 3 filed with the SEC on November 17, 2000. 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following:
On December 5, 2000, Vulcan Ventures and Charter Ventures purchased from
the Issuer 38,000 shares and 37,000 shares, respectively, of Series D Senior
Convertible Preferred Stock ("Series D Preferred Stock") pursuant to that
certain Stock Purchase Agreement, dated as of October 19, 2000, by and among
Vulcan Ventures, Charter Ventures and the Issuer (the "Stock Purchase
Agreement"). Vulcan Ventures funded its purchase of the Series D Preferred Stock
from its working capital. Charter Ventures funded its purchase of the Series D
Preferred Stock from its working capital following a capital contribution from
its sole member, Charter Holdings. None of the funds used to purchase the shares
of Series D Preferred Stock consisted of funds or other consideration borrowed
or otherwise obtained for the purpose of acquiring, holding, trading or voting
the shares of Series D Preferred Stock.
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 27,793,745 shares, 36,813,869
shares and 9,020,124 shares, respectively, of the Issuer's common stock. Such
shares include the 7,571,606 shares and 7,372,354 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
that Vulcan Ventures and Charter
(Page 8 of 11 Pages)
<PAGE>
Ventures, respectively, acquired pursuant to the Stock Purchase Agreement and
the shares of common stock issuable upon exercise of the 1,647,770 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 29.1%, 38.5% and 9.4%, respectively, of the shares of
the Issuer's common stock outstanding. But see Item 6.
All of the percentages set forth in this Item 5(a) are based upon
58,684,184 shares of the Issuer's common stock outstanding as of August 3, 2000,
as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
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, President and a Director of Vulcan Ventures and a
Director of Charter, Charter Holdco, Charter Holdings and the Issuer,
beneficially owns immediately exercisable options to acquire 31,581 shares of
the Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such options.
Jerald L. Kent, President, Chief Executive Officer and a Director of the
Charter Reporting Persons and a Director of the Issuer, beneficially owns 7,671
shares of the Issuer's common stock and immediately exercisable options to
acquire 34,581 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 5,700 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 35,250 shares of the
Issuer's common stock. Vulcan Ventures and the Charter Reporting Persons
disclaim beneficial ownership of such shares.
Kent D. Kalkwarf, Executive Vice President and Chief Financial Officer of
the Charter Reporting Persons, together with his wife, beneficially owns 6,000
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 3,850 shares of the Issuer's
common stock. Vulcan Ventures and the Charter Reporting Persons disclaim
beneficial ownership of such shares.
(Page 9 of 11 Pages)
<PAGE>
John C. Pietri, Senior Vice President - Engineering of the Charter
Reporting Persons, beneficially owns 3,850 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.
Curtis S. Shaw, Senior Vice President, General Counsel and Secretary of the
Charter Reporting Persons, beneficially owns 8,200 shares of the Issuer's common
stock. 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 and a Director of the Issuer,
beneficially owns 19,250 shares of the Issuer's common stock and immediately
exercisable options to acquire 38,750 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 the 27,793,745 shares of the Issuer's common stock owned
directly by Vulcan Ventures. Mr. Allen and the Charter Reporting Persons have
shared voting and dispositive power with respect to the 1,647,770 shares of the
Issuer's common stock issuable upon the exercise of warrants held by Charter and
the 7,372,354 shares of the Issuer's common stock owned directly by Charter
Ventures.
(c) Except as set forth in Item 4 of the Schedule 13D, Vulcan Ventures,
Mr. Allen and the Charter Reporting Persons have not, nor, to the knowledge of
Vulcan Ventures, Mr. Allen or the Charter Reporting Persons, has any of Vulcan
Ventures' or the Charter Reporting Persons' executive officers, directors or
controlling persons, effected any transactions in the Issuer's common 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:
Agreement Between Vulcan Ventures and Charter Ventures
------------------------------------------------------
Pursuant to a letter agreement dated as of December 5, 2000, between Vulcan
Ventures and Charter Ventures (the "Letter Agreement"), Vulcan Ventures has
agreed to
(Page 10 of 11 Pages)
<PAGE>
vote the shares of Series D Preferred Stock owned by it, and to cause
any shares of Series D Preferred Stock owned by its Affiliates to be voted, in
favor of one nominee of Charter Ventures and Charter Ventures has agreed to vote
the shares of Series D Preferred Stock owned by it, and to cause any shares of
Series D Preferred Stock owned by its Affiliates to be voted, in favor of one
nominee of Vulcan Ventures. Further, Vulcan Ventures and Charter Ventures have
agreed to consult with each other with respect to the nomination of any other
directors that the holders of Series D Preferred Stock are entitled to elect. If
Vulcan Ventures and Charter Ventures cannot agree with respect to any such
nomination, whichever of Vulcan Ventures or Charter Ventures, together with its
Affiliates, beneficially owns the greater number of shares of Series D Preferred
Stock shall be entitled to nominate any such other directors.
Pursuant to the Letter Agreement, Vulcan Ventures and Charter Ventures have
agreed to cooperate with each other to enable each to exercise two of four
Demand Registration Rights (as defined in the Letter Agreement) under the
Registration Rights Agreement (as defined in the Letter Agreement). The Letter
Agreement provides further that if either Vulcan Ventures or Charter Ventures
does not need its Demand Registration Rights, Vulcan Ventures or Charter
Ventures, as applicable, will cooperate with the other with a view toward
permitting the other to exercise such Demand Registration Rights.
The foregoing description of the Letter Agreements is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Letter Agreements, a copy of the form of which is filed as Exhibit 10.2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit 10.2: Letter Agreement dated as of December 5, 2000, between
Vulcan Ventures Incorporated and Charter Communications
Ventures, LLC.
(Page 11 of 11 Pages)
<PAGE>
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: December 13, 2000 VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
--------------------------
Name: William D. Savoy
Title: President
Dated: December 13, 2000 *
_______________________________
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: December 13, 2000 CHARTER COMMUNICATIONS VENTURES, LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
<PAGE>
Dated: December 13, 2000 CHARTER COMMUNICATIONS HOLDINGS, LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: December 13, 2000 CHARTER COMMUNICATIONS HOLDING COMPANY,
LLC
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and
Secretary
Dated: December 13, 2000 CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
-------------------
Name: Curtis S. Shaw
Title: Senior Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
10.2 Letter Agreement dated as of December 5, 2000, between Vulcan
Ventures Incorporated and Charter Communications Ventures, LLC.
