UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CHARTER COMMUNICATIONS, INC.
(Name of Subject Company (Issuer))
CHARTER COMMUNICATIONS, INC.
(Name of Filing Person (Issuer))
4.75% CONVERTIBLE SENIOR NOTES DUE 2006
5.75% CONVERTIBLE SENIOR NOTES DUE 2005
(Title of Classes of Securities)
16117MAC1
16117MAB3
16117MAA5
(CUSIP Numbers of Classes of Securities)
CURTIS S. SHAW, ESQ.
CHARTER COMMUNICATIONS, INC.
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Alvin G. Segel, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067
(310) 277-1010
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------- --------------------
$285,250,000 $23,076.73
* For the purpose of calculating amount of filing fee only. The amount assumes
that up to $210,000,000 aggregate principal amount of 5.75% Convertible Senior
Notes due 2005 are purchased at a price equal to $825.00 per $1,000 principal
amount and up to $140,000,000 aggregate principal amount of 4.75% Convertible
Senior Notes due 2006 are purchased at a price equal to $800.00 per $1,000
principal amount.
** A filing fee of $72,793.82 was previously paid.
--------------------------------------------------------------------------------
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed on July 11, 2003 the ("Schedule TO"), relating to the offers
by Charter Communications, Inc., a Delaware corporation ("CCI"), to purchase for
cash up to $140,000,000 aggregate principal amount of its outstanding 4.75%
Convertible Senior Notes due 2006 (the "4.75% Notes") at a purchase price equal
to $800.00 per $1,000 in principal amount, plus accrued and unpaid interest
thereon to, but not including, the date of purchase, and up to $210,000,000
aggregate principal amount of its outstanding 5.75% Convertible Senior Notes due
2005 (the "5.75% Notes") at a purchase price equal to $825.00 per $1,000 in
principal amount, plus accrued and unpaid interest thereon to, but not
including, the date of purchase.
CCI has decreased the principal purchase amount of sought of the 4.75%
Notes from $506,000,000 to $140,000,000, and decreased the principal purchase
amount sought of the 5.75% Notes from $600,000,000 to $210,000,000. CCI has also
extended the expiration time of the offers from 8:00 a.m., New York City time,
August 8, 2003 to 12:00 midnight, New York City time, August 12, 2003. CCI's
offers are being made upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated July 11, 2003 and the related Letter of
Transmittal.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding the Press Release,
dated July 30, 2003, as Exhibit (a)(1)(iv), filed herewith.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Charter Communications, Inc.
By: /s/ Curtis S. Shaw
------------------------
Name: Curtis S. Shaw
Title: Senior Vice President and General Counsel
Dated: July 30, 2003
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(a)(1)(i) Offer to Purchase, dated July 11, 2003.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Guidelines to Form W-9. *
(a)(1)(iv) Press Release, dated July 30, 2003. **
(a)(2)-(a)(4) None.
(d)(1)(i)(A) Charter Communications Holdings, LLC 1999 Option Plan
(incorporated by reference to Exhibit 10.4 to Amendment No. 4
to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on July 22, 1999 (File No.
333-77499)).
(d)(1)(i)(B) Assumption Agreement regarding Option Plan, dated as of May
25, 1999, by and between Charter Communications Holdings,
LLC and Charter Communications Holding Company, LLC
(incorporated by reference to Exhibit 10.13 to Amendment
No. 6 to the registration statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499)).
(d)(1)(i)(C) Form of Amendment No. 1 to the Charter Communications
Holdings, LLC 1999 Option Plan (incorporated by reference
to Exhibit 10.10(c) to Amendment No. 4 to the registration
statement on Form S-1 of Charter Communications, Inc. on
November 1, 1999 (File No. 333-83887)).
(d)(1)(i)(D) Amendment No. 2 to the Charter Communications Holdings, LLC
1999 Option Plan (incorporated by reference to Exhibit
10.4(c) to the annual report on Form 10-K filed by Charter
Communications, Inc. on March 30, 2000 (File No.
000-27927)).
(d)(1)(i)(E) Amendment No. 3 to the Charter Communications 1999 Option
Plan (incorporated by reference to Exhibit 10.14(e) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on March 29, 2002 (File No. 000-27927)).
(d)(1)(i)(F) Amendment No. 4 to the Charter Communications 1999 Option
Plan (incorporated by reference to Exhibit 10.10(f) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on April 15, 2003 (File No. 000-27927)).
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EXHIBIT NO. DESCRIPTION
----------- -----------
(d)(1)(ii)(A) Charter Communications, Inc. 2001 Stock Incentive Plan
(incorporated by reference to Exhibit 10.25 to the
quarterly report on Form 10-Q filed by Charter
Communications, Inc. on May 15, 2001 (File No. 000-27927)).
(d)(1)(ii)(B) Amendment No. 1 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(b) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(1)(ii)(C) Amendment No. 2 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.10 to the quarterly report on Form 10-Q filed by Charter
Communications, Inc. on November 14, 2001 (File No.
000-27927)).
(d)(1)(ii)(D) Amendment No. 3 to the Charter Communications, Inc. 2001
Stock Incentive Plan effective January 2, 2002
(incorporated by reference to Exhibit 10.15(c) to the
annual report on Form 10-K of Charter Communications, Inc.
filed on March 29, 2002 (File No. 000-27927)).
(d)(1)(ii)(E) Amendment No. 4 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(e) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(1)(ii)(F) Amendment No. 5 to the Charter Communications, Inc. 2001
Stock Incentive Plan (incorporated by reference to Exhibit
10.11(f) to the annual report on Form 10-K of Charter
Communications, Inc. filed on April 15, 2003 (File No.
000-27927)).
(d)(2) Form of Savoy Stock Option Agreement, dated November 8,
1999, between Vulcan Cable III, Paul G. Allen and William
D. Savoy (incorporated by reference to Exhibit 10.15 to
Amendment No. 3 to the Schedule 13D of Paul G. Allen filed
on March 11, 2002 (File No. 005-57191)).
(d)(3) Form of Registration Rights Agreement, dated as of November
12, 1999, by and among Charter Communications, Inc.,
Charter Investment, Inc., Vulcan Cable III Inc., Mr. Paul
G. Allen, Mr. Jerald L. Kent, Mr. Howard L. Wood and Mr.
Barry L. Babcock (incorporated by reference to Exhibit
10.14 to Amendment No. 3 to the registration statement on
Form S-1 of Charter Communications, Inc. filed on October
18, 1999 (File No. 333-83887)).
(d)(4) Accretion Put Agreement, dated as of November 12, 2001,
between Paul G. Allen and each of Chatham Investments, LLLP
(Kevin B. Allen), Jeffrey D. Bennis, Stephen E. Hattrup,
CRM I Limited Partnership
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EXHIBIT NO. DESCRIPTION
----------- -----------
LLLP, CRM II Limited Partnership, LLLP, Lucille Maun, Peter N.
Smith, Monroe M. Rifkin, Bruce A. Rifkin, Stuart G. Rifkin,
Ruth Rifkin Bennis, Rifkin Family Investment Company, L.L.L.P.,
Rifkin & Associates, Inc., and Rifkin Children's Trust III
(incorporated by reference to Exhibit 10.17 to Amendment No. 3
to the Schedule 13D of Paul G. Allen filed on March 11, 2002
(File No. 005-57191)).
(d)(5) Put Agreement, dated as of November 12, 2001, between Paul
G. Allen and each of Falcon Holding Group, Inc., Falcon
Cable Trust, Nathanson Family Trust, Blackhawk Holding
Company, Inc., Advance Company, Ltd., Advance TV of
California, Inc., and Greg Nathanson (incorporated by
reference to Exhibit 10.18 to Amendment No. 3 to the
Schedule 13D of Paul G. Allen filed on March 11, 2002 (File
No. 005-57191)).
(d)(6) Form of Exchange Agreement, dated as of November 12, 1999
by and among Charter Investment, Inc., Charter
Communications, Inc., Vulcan Cable III Inc. and Paul G.
Allen (incorporated by reference to Exhibit 10.13 to
Amendment No. 3 to the registration statement on Form S-1
of CCI filed on October 18, 1999 (File No. 333-83887)).
(g) None.
(h) None.
* Previously filed.
** Filed herewith.
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