<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
CHARTER COMMUNICATIONS, INC.
(NAME OF ISSUER)
CLASS A COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
16117M107
(CUSIP NUMBER)
William D. Savoy Alvin G. Segel, Esq.
Vulcan Cable III Inc. 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)
AUGUST 15, 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(b) 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 ("Act") 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> 2
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CUSIP NO. 16117M107 13D Page 2 of 13
Pages
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1. NAME OF REPORTING PERSON
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) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF, BK
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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
United States of America
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NUMBER OF 7. SOLE VOTING POWER
SHARES 332,469,275 SHARES (1)
BENEFICIALLY ----------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING -0- SHARES
PERSON WITH ----------------------------------------------
9. SOLE DISPOSITIVE POWER
332,469,275 SHARES (1)
----------------------------------------------
10. SHARED DISPOSITIVE POWER
-0- SHARES
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,469,275 SHARES (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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CUSIP NO. 16117M107 13D Page 3 of 13
Pages
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
60.8% beneficial ownership of Class A Common Stock (2)/ 93.8% voting
power (3)
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14. TYPE OF REPORTING PERSON*
IN
================================================================================
(1) Represents the (A) 8,118,796 shares of Class A Common Stock of the
Issuer held directly by Mr. Allen and (B) shares of Class A Common Stock
of the Issuer into which the following interests may be converted: (a)
50,000 shares of Class B Common Stock of the Issuer held directly by
Paul G. Allen, (b) 106,715,233 Class A Common Membership Units of
Charter Communications Holding Company, LLC ("Charter Holdco") held by
Vulcan Cable III Inc. ("Vulcan") and (c) 217,585,246 Class A Common
Membership Units of Charter Holdco held by Charter Investment, Inc.
("CII"). Each of Vulcan and CII has an exchange option with the Issuer
giving it the right, at any time, to exchange its Class A Common
Membership Units (the "Class B Common Stock Equivalents") for shares of
Class B Common Stock of the Issuer on a one-for-one basis. Class B
Common Stock of the Issuer is convertible at any time into Class A
Common Stock of the Issuer on a one-for-one basis. Mr. Allen is the sole
stockholder of Vulcan and owns 96.8% of the outstanding capital stock of
CII. Mr. Allen is therefore deemed to have beneficial ownership of all
of the Class B Common Stock Equivalents held by Vulcan and CII. As the
ultimate controlling person of both Vulcan and CII, he is also deemed to
have sole voting power with respect to the Class B Common Stock
Equivalents held by each entity. Each entity is deemed to share its
respective voting power as the direct owner of the Class B Common Stock
Equivalents with Mr. Allen because of Mr. Allen's controlling interest
in such entity.
(2) The calculation of the percentage assumes that: (i) the 50,000 shares of
Class B Common Stock held by Mr. Allen have been converted into shares
of Class A Common Stock; and (ii) all Class B Common Stock Equivalents
held by Vulcan and CII or that Vulcan and CII have the right to acquire
within 60 days have been exchanged for shares of Class A Common Stock.
Based on the information provided in the Issuer's quarterly report for
the period ended June 30, 2000; does not reflect subsequent issuances of
Class A Common Stock by the Issuer in acquisitions.
(3) Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of
(1) the total number of shares of Class B Common Stock outstanding, and
(2) the aggregate number of Class B Common Stock Equivalents, and
dividing the product by the total number of shares of Class B Common
Stock outstanding. The calculation of this percentage assumes that Mr.
Allen's equity interests are retained in the form that maximizes voting
power (i.e., the 50,000 shares of Class B Common Stock held by Mr. Allen
have not been converted into shares of Class A Common Stock and that the
Class B Common Stock Equivalents beneficially owned by Mr. Allen through
Vulcan and CII have not been converted into shares of Class A Common
Stock). Based on the information provided in the Issuer's quarterly
report for the period ended June 30, 2000; does not reflect subsequent
issuances of Class A Common Stock by the Issuer in acquisitions.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
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CUSIP NO. 16117M107 13D Page 4 of 13
Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Cable III Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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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 Washington
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NUMBER OF 7. VOTING POWER
SHARES -0- SHARES
BENEFICIALLY -------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 106,715,233 SHARES (1)
PERSON WITH -------------------------------------------
9. SOLE DISPOSITIVE SHARES
-0- SHARES
-------------------------------------------
10. SHARED DISPOSITIVE POWER
106,715,233 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,715,233 SHARES (1)
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CUSIP NO. 16117M107 13D Page 5 of 13
Pages
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.5% beneficial ownership of Class A Common Stock (2)/ 0.0% voting
power (3)
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14. TYPE OF REPORTING PERSON*
CO
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(1) Represents Class A Common Membership Units of Charter Communications
Holding Company, LLC ("Charter Holdco") directly held by Vulcan Cable
III Inc. ("Vulcan"). Vulcan has an exchange option with the Issuer
giving it the right, at any time, to exchange its Class A Common
Membership Units for shares of Class B Common Stock of the Issuer on a
one-for-one basis. Class B Common Stock of the Issuer is convertible at
any time into Class A Common Stock of the Issuer on a one-for-one basis.
Paul G. Allen is the sole shareholder of Vulcan and may be deemed to
have beneficial ownership of all of the Charter Holdco membership units
that Vulcan Cable III Inc. owns. Because Mr. Allen is the sole
shareholder of Vulcan, Vulcan is deemed to share its voting power of the
Class A Common Membership Units with Mr. Allen.
(2) The calculation of this percentage assumes that: (i) the 50,000 shares
of Class B Common Stock held by Mr. Allen have been converted into
shares of Class A Common Stock; and (ii) all Class B Common Stock
Equivalents held by Vulcan or that Vulcan has the right to acquire
within 60 days have been converted into shares of Class A Common Stock.
Based on the information provided in the Issuer's quarterly report for
the period ended June 30, 2000; does not reflect subsequent issuances of
Class A Common Stock by the Issuer in acquisitions.
(3) The calculation of this percentage assumes that Mr. Allen's equity
interests are retained in the form that maximizes voting power (i.e.,
the 50,000 shares of Class B Common Stock held by Mr. Allen have not
been converted into shares of Class A Common Stock and that the Class B
Common Stock Equivalents owned by Vulcan and CII have not been converted
into shares of Class A Common Stock). Based on the information provided
in the Issuer's quarterly report for the period ended June 30, 2000;
does not reflect subsequent issuances of Class A Common Stock by the
Issuer in acquisitions.
<PAGE> 6
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CUSIP NO. 16117M107 13D Page 6 of 13
Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charter Investment, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
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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
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NUMBER OF 7. VOTING POWER
SHARES -0- SHARES
BENEFICIALLY ----------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 217,585,246 SHARES (1)
PERSON WITH ----------------------------------------------
9. SOLE DISPOSITIVE SHARES
-0- SHARES
----------------------------------------------
10. SHARED DISPOSITIVE POWER
217,585,246 SHARES (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,585,246 SHARES (1)
================================================================================
<PAGE> 7
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CUSIP NO. 16117M107 13D Page 7 of 13
Pages
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.5% beneficial ownership of Class A Common Stock (2)/ 0.0% voting
power (3)
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14. TYPE OF REPORTING PERSON*
CO
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(1) Represents Class A Common Membership Units of Charter Communications
Holding Company, LLC ("Charter Holdco") directly held by Charter
Investment, Inc. ("CII"). CII has an exchange option with the Issuer
giving it the right, at any time, to exchange its Class A Common
Membership Units for shares of Class B Common Stock of the Issuer on a
one-for-one basis. Class B Common Stock of the Issuer is convertible at
any time into Class A Common Stock of the Issuer on a one-for-one basis.
Paul G. Allen owns 96.8% of the outstanding capital stock of CII and may
be deemed to have beneficial ownership of all of the Charter Holdco
membership units that CII owns. Because Mr. Allen is the controlling
shareholder of CII, CII is deemed to share its voting power of the Class
A Common Membership Units with Mr. Allen.
(2) The calculation of this percentage assumes that: (i) the 50,000 shares
of Class B Common Stock held by Mr. Allen have been converted into
shares of Class A Common Stock; and (ii) all Class B Common Stock
Equivalents held by CII or that CII has the right to acquire within 60
days have been converted into shares of Class A Common Stock. Based on
the information provided in the Issuer's quarterly report for the period
ended June 30, 2000; does not reflect subsequent issuances of Class A
Common Stock by the Issuer in acquisitions.
(3) The calculation of this percentage assumes that Mr. Allen's equity
interests are retained in the form that maximizes voting power (i.e.,
the 50,000 shares of Class B Common Stock held by Mr. Allen have not
been converted into shares of Class A Common Stock and that the Class B
Common Stock Equivalents owned by Vulcan and CII have not been converted
into shares of Class A Common Stock). Based on the information provided
in the Issuer's quarterly report for the period ended June 30, 2000;
does not reflect subsequent issuances of Class A Common Stock by the
Issuer in acquisitions.
<PAGE> 8
SCHEDULE 13D
This second amendment to Schedule 13D amends the Schedule 13D and the
first amendment as filed with the Commission on November 22, 1999 and December
20, 1999, respectively (as amended, the "Schedule 13D"), to amend and supplement
the Schedule 13D. Capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Schedule 13D. Based on the information provided
in the Issuer's quarterly report for the period ended June 30, 2000; does not
reflect subsequent issuances of Class A Common Stock by the issuer in
acquisitions.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This amendment reports the acquisition by Mr. Allen of shares of Class A
Common Stock of the Issuer through the exercise by third parties of the put
rights under certain of the Put Agreements described in Item 6 and representing
in the aggregate more than 1% of the Issuer's Class A Common Stock. Mr. Allen
financed the acquisition of such shares of Class A Common Stock through personal
funds and/or borrowings under the Commerzbank Agreement, the Citibank Agreement
or the Margin Facility.
Mr. Allen and Vulcan also acquired shares of Class A Common Stock of the
Issuer and Class A Common Membership Units of Charter Holdco, respectively, as
the successors-in-interest of persons that had previously put securities to Mr.
Allen and Vulcan, respectively, as described in Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The first three paragraphs of the response to Item 5(a) of the Schedule
13D are amended and restated in their entirely as follows to reflect the
acquisition by Mr. Allen of shares of Class A Common Stock of the Issuer and by
Vulcan of Class A Common Membership Units of Charter Holdco:
(a) Mr. Allen beneficially owns 332,469,275 shares of Class A Common
Stock of the Issuer, which consists of (A) 8,118,796 shares of Class A Common
Stock of the Issuer held directly by Mr. Allen and (B) (a) 50,000 shares of
Class B Common Stock of the Issuer held directly by Mr. Allen, (b) 106,715,233
Class A Common Membership Units of Charter Holdco held by Vulcan and (c)
217,585,246 Class A Common Membership Units of Charter Holdco held by CII. Each
of Vulcan and CII has an exchange option with the Issuer giving it the right, at
any time, to exchange its Class A Common Membership Units (the "Class B Common
Stock Equivalents") for shares of Class B Common Stock of the Issuer on a
one-for-one basis. Class B Common Stock of the Issuer is convertible at any time
into Class A Common Stock of the Issuer on a one-for-one basis.
Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the
total number of shares of Class B Common Stock outstanding, and (2) the
aggregate number of Class B Common Stock Equivalents, and dividing the product
by the total number of shares of Class B Common Stock outstanding. The Class B
Common Stock is identical to the Class A Common Stock except that the Class A
Common Stock is entitled to one vote per share and is not convertible into any
other security.
<PAGE> 9
Mr. Allen's beneficial ownership represents approximately 60.8% of the
shares of the Issuer's outstanding Class A Common Stock assuming conversion of
all Class B Common Stock and the exchange of the Class B Common Stock
Equivalents held by Vulcan and CII and the Class B Common Stock Equivalents that
Vulcan and CII have the right to acquire within 60 days, and approximately 93.8%
of the voting power of the Issuer's outstanding Class A Common Stock assuming no
conversion of the Class B Common Stock and the Class B Common Stock Equivalents.
Items 11 and 13 of Mr. Allen's cover page are incorporated by reference herein.
The following table sets forth the transactions in which Mr. Allen has
acquired the shares of Class A Common Stock of the Issuer since the time of
filing of the Schedule 13D:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Number of Shares
Date of of Class A
Transaction Common Stock Price Per Share(1) How Effected
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
January 26, 2000 182,169 $26.6192 Falcon Put Agreement
(described in Item 6)
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January 28, 2000 17,456 $26.6194 Falcon Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
January 28, 2000 510,459 $26.6193 Falcon Put Agreement
(described in Item 6)
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February 3, 2000 143,895 $26.6464 Falcon Put Agreement
(described in Item 6)
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February 4, 2000 1,098,438 $26.6793 Falcon Put Agreement
(described in Item 6)
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February 14, 2000 35,424 N/A As a result of a post-closing
adjustment to the
consideration issued to the
Falcon sellers in connection
with the Falcon acquisition,
as transferee of the parties
exercising their put rights
under the Falcon Put
Agreements, each described in
Item 6
---------------------------------------------------------------------------------------------
March 1, 2000 701,084 $26.7615 Falcon Put Agreement
(described in Item 6)
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April 19, 2000 500,915 $19.4489 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
</TABLE>
(1) Includes the applicable base purchase price per share pursuant to the
applicable put agreement, plus interest accrued at a rate of 4.5% per year,
compounded annually, since November 12, 1999 through the closing date under
the related put agreement.
<PAGE> 10
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Number of Shares
Date of of Class A
Transaction Common Stock Price Per Share(1) How Effected
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
May 15, 2000 147,233 $19.5130 Rifkin Put Agreement
(described in Item 6)
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May 19, 2000 31,512 $19.5130 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
May 24, 2000 66,835 $19.5320 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
May 24, 2000 262,386 $19.5320 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
May 30, 2000 248,456 $19.5439 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
June 16, 2000 151,106 $19.5795 Rifkin Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
August 15, 2000 1,124,218 $26.7920 Falcon Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
August 15, 2000 2,897,210 $26.7985 Falcon Put Agreement
(described in Item 6)
---------------------------------------------------------------------------------------------
</TABLE>
(1) Includes the applicable base purchase price per share pursuant to the
applicable put agreement, plus interest accrued at a rate of 4.5% per year,
compounded annually, since November 12, 1999 through the closing date under
the related put agreement.
On February 14, 2000, Vulcan (as transferee of Belo Ventures, Inc.'s
interest in Charter Holdco) acquired an additional 29,936 Class A Common
Membership Units of Charter Holdco as the result of a post-closing adjustment to
the consideration issued to the Falcon sellers in connection with the Falcon
acquisition described in Item 6.
Items 11 and 13 of the cover page of each of Vulcan and CII are
incorporated by reference herein.
The response to subsection (b) of Item 5 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(b) Mr. Allen has sole voting and dispositive power with respect to the
8,118,796 shares of Class A Common Stock that he beneficially owns. Vulcan and
Mr. Allen may also be deemed to have shared voting and dispositive power over
the 106,715,233 shares of Class A Common Stock beneficially owned by Vulcan
through its ownership of 106,715,233 Class A Common Membership Units of Charter
Holdco. CII and Mr. Allen may also be deemed to have shared voting and
dispositive power over the 217,585,246 shares of Class A Common Stock
beneficially owned by CII through its ownership of 217,585,246 Class A Common
Membership Units of Charter Holdco.
<PAGE> 11
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Subsections (a) Rifkin/InterLink and (b) Falcon under the heading Put
Agreements with Rifkin, Falcon and Bresnan Sellers in response to Item 6 of the
Schedule 13D are hereby amended and supplemented as follows:
(a) Rifkin/InterLink.
After exercise of the put rights described in Item 5, the Rifkin
Accretion Put Agreement and the Rifkin Registration Support Put now apply to an
aggregate of 5,538,450 shares of Class A Common Stock.
(b) Falcon.
On February 14, 2000 as a result of the closing of the Bresnan
acquisition and a post-closing adjustment to the consideration paid in the
Falcon acquisition, certain Falcon sellers were entitled to receive 379,098
shares of Class A Common Stock and Class A Common Membership Units (50,529 of
which were issued to Mr. Allen as the successor in interest to those holders who
had already exercised their put rights as described in Item 5). As a result of
the exercise of the put rights described in Item 5 and the Falcon post-closing
adjustment resulting from the closing of the Bresnan acquisition, as of
September 1, 2000, the Falcon put rights apply to an aggregate of 12,882,500
shares of Class A Common Stock and the base purchase price of such shares was
adjusted to $25.8548.
Subsection (c) Bresnan under the heading Put Agreements with Rifkin,
Falcon and Bresnan Sellers in response to Item 6 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(c) Bresnan.
On February 14, 2000, Charter Holdco completed its acquisition of
Bresnan Communications Company, L.P. On February 14, 2000, Mr. Allen entered
into agreements (the "Bresnan Put Agreements") with certain sellers contributing
interests in Bresnan Communications Company, L.P. to Charter Holdco and CC VIII,
LLC, in exchange for Class C Common Membership Units in Charter Holdco and Class
A Preferred Membership Units in CC VIII, LLC, respectively.
Each Bresnan Put Agreement gives the holder the right to sell to Mr.
Allen, any or all of its membership units or its Class A Common Stock at $25.995
per share (subject to adjustments for stock splits, reorganizations and similar
events), plus interest at a rate of 4.5% per year, compounded annually. The put
right begins on February 14, 2002 and terminates on April 15, 2002. The Bresnan
Put Agreements apply to an aggregate of 39,011,744 Class C Common Membership
Units in Charter Holdco and Class A Preferred Membership Units in CC VIII, LLC,
which may be increased or decreased as a result of a post-closing adjustment to
the amount of equity consideration issued to the Bresnan sellers.
The foregoing description of the put rights granted to the Bresnan
holders is not, and does not purport to be, complete and is qualified in its
entirety by reference to the Form of Bresnan Put Agreement, a copy of which is
filed as Exhibit 10.12 hereto and incorporated in its entirety by reference.
<PAGE> 12
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 13, 2000 VULCAN CABLE III INC.
By: /s/ WILLIAM D. SAVOY
-------------------------------------
Name: William D. Savoy
Title: President
Dated: September 13, 2000 /s/ WILLIAM D. SAVOY
----------------------------------------
Paul G. Allen by William D. Savoy as
Attorney-in-Fact for Paul G. Allen
pursuant to a Power of Attorney filed
with Paul G. Allen's Schedule 13G for
Pathogenesis, Inc. on August 30, 1999
and incorporated by reference herein.
Dated: September 13, 2000 CHARTER INVESTMENT, INC.
By: /s/ MARCY LIFTON
-------------------------------------
Name: Marcy Lifton
Title: Vice President
-13-
