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. 5)
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: [X]
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INTRODUCTORY STATEMENT
This Amendment No. 5 relates 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," and together with the 4.75% Notes, the "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.
This Amendment No. 5 is being filed by CCI and amends and supplements
certain provisions of the Tender Offer Statement on Schedule TO filed on July
11, 2003 (the "Schedule TO"), as amended by Amendment No. 1 filed on July 31,
2003, Amendment No. 2 filed on August 1, 2003, Amendment No. 3 filed on August
13, 2003, and Amendment No. 4 filed on August 14, 2003, and the offers by CCI as
set forth in the Offer to Purchase (as amended and supplemented by the
Supplement to Offer to Purchase dated as of July 30, 2003, the "Offer to
Purchase"), and the related Letter of Transmittal (as amended and supplemented,
the "Letter of Transmittal," and which, together with the Offer to Purchase,
constitute the "Offers"), all of which were filed with the SEC as Exhibits to
the Schedule TO or amendments thereto.
On August 14, 2003, CCI announced the termination and withdrawal of the
Offers due to unfavorable market conditions causing the financing condition not
to be satisfied.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the Press Release,
dated August 14, 2003, as Exhibit (a)(1)(viii), 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, General Counsel and
Secretary
Dated: August 14, 2003
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
(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)(1)(v) Supplement to the Offer to Purchase, dated as of July
30, 2003.*
(a)(1)(vi) Press Release, dated August 12, 2003.*
(a)(1)(vii) Press Release, dated August 13, 2003.*
(a)(1)(viii) Press Release, dated August 14, 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
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EXHIBIT NO. DESCRIPTION
----------- -----------
Form 10-K of Charter Communications, Inc. filed on
April 15, 2003 (File No. 000-27927)).
(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)).
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EXHIBIT NO. DESCRIPTION
----------- -----------
(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 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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