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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
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
---------------------- --------------------
$899,800,000 $72,793.82
---------------
* For the purpose of calculating amount of filing fee only. The amount assumes
that up to $600,000,000 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 $506,000,000 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.
-----------------------
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] 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 Tender Offer Statement on Schedule TO relates to the offers by Charter
Communications, Inc., a Delaware corporation ("CCI"), to purchase for cash up to
$506,000,000 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 $600,000,000 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 Schedule TO is being filed by CCI. CCI's offers for the Notes are
being made on the terms and subject to the conditions set forth in the attached
Offer to Purchase, dated July 11, 2003, and the related Letter of Transmittal.
Copies of the Offer to Purchase and the Letter of Transmittal are filed with
this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Each offer
will expire at 8:00 a.m., New York City time, on Friday, August 8, 2003, unless
such offer is earlier terminated or extended. This Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated by reference in response to Items 1 through 11 to
this Schedule TO except those Items as to which information is specifically
provided herein.
ITEM 1. SUMMARY TERM SHEET
This information is set forth in the section of the Offer to Purchase
entitled "Summary Term Sheet" and is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the issuer of the Notes is Charter Communications, Inc. The
address of its principal executive office is 12405 Powerscourt Drive, St. Louis,
Missouri 63131. Its telephone number is (314) 965-0555.
(b) This Schedule TO relates to the offer to purchase up to $506,000,000
aggregate principal amount of CCI's 4.75% Notes and up to $600,000,000 aggregate
principal amount of CCI's 5.75% Notes. As of June 30, 2003, there was
$632,500,000 in aggregate principal amount of the 4.75% Notes outstanding and
$750,000,000 in aggregate principal amount of the 5.75% Notes outstanding, for a
total of $1,382,500,000 in aggregate principal amount of Notes outstanding.
(c) The information is set forth in the section of the Offer to Purchase
entitled "The Offer -- Information About the Notes" and is incorporated herein
by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
This is an issuer tender offer. The filing person is the subject company.
The information set forth in Item 2(a) above and in the section in the Offer to
Purchase entitled "Certain Information Regarding CCI -- Directors and Executive
Officers" is incorporated herein by reference.
CCI is controlled by Paul G. Allen, whose business address is 505 Fifth
Avenue South, Suite 900, Seattle, Washington 98104. The following tables name
the directors and executive officers of CCI. Each such
1
person's business address is c/o Charter Communications, Inc., 12405 Powerscourt
Drive, St. Louis, Missouri 63131.
DIRECTORS POSITION(S)
--------- -----------
Paul G. Allen............................. Chairman of the Board of Directors
Marc B. Nathanson......................... Director
Ronald L. Nelson.......................... Director
Nancy B. Peretsman........................ Director
John H. Tory.............................. Director
William D. Savoy.......................... Director
Carl E. Vogel............................. Director
Larry W. Wangberg......................... Director
EXECUTIVE OFFICERS POSITION(S)
------------------ -----------
Paul G. Allen............................. Chairman of the Board of Directors
Carl E. Vogel............................. President and Chief Executive Officer
Margaret A. Bellville..................... Executive Vice President -- Chief Operating
Officer
Paul E. Martin............................ Senior Vice President and Principal Accounting
Officer
Steven A. Schumm.......................... Executive Vice President -- Chief Administrative
Officer and Interim Chief Financial Officer
Curtis S. Shaw............................ Senior Vice President, General Counsel and
Secretary
ITEM 4. TERMS OF THE TRANSACTION
(a)(1)(i)-(iii), (v)-(ix), (xii): The information is set forth in the
sections of the Offer to Purchase entitled "Summary Term Sheet," "The
Offers -- General," "The Offers -- Expiration, Extension, Amendment and
Termination of the Offers," "Procedures for Tendering and Withdrawing
Notes, -- Tendering Notes," "Procedures for Tendering and Withdrawing
Notes -- Withdrawing Notes," "Procedures for Tendering and Withdrawing
Notes -- Acceptance for Payment," "Pro Rata Acceptance" and "United States
Federal Income Tax Considerations" and is incorporated herein by reference.
(a)(1)(iv), (x)-(xi): Not applicable.
(a)(2)(i)-(vii): Not applicable.
(b) The information is set forth in the section of the Offer to Purchase
entitled "Certain Information Regarding CCI -- Directors and Executive Officers"
and is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) The information is set forth in the section of the Offer to Purchase
entitled "Agreements Involving CCI Securities," and is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information is set forth in the sections of the Offer to Purchase
entitled "Summary Term Sheet -- Information About the Offers" and "The
Offers -- Purpose of the Offers," and is incorporated herein by reference.
(b) The information is set forth in the section of the Offer to Purchase
entitled "The Offers -- General" and "The Offers -- Purpose of the Offers," and
is incorporated herein by reference.
(c)(1) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
extraordinary transaction, such as a merger, reorganization or liquidation,
involving CCI or its subsidiaries. However, CCI and its subsidiaries from time
to time make or
2
consider proposals relating to strategic acquisitions, dispositions and swaps of
cable systems or other assets in order to more efficiently cluster their
operations, reduce indebtedness or for other business reasons.
(c)(2) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
purchase, sale or transfer of a material amount of CCI's assets or the assets of
its subsidiaries. However, CCI and its subsidiaries from time to time make or
consider proposals relating to strategic acquisitions, dispositions and swaps of
cable systems or other assets in order to more efficiently cluster their
operations, reduce indebtedness or for other business reasons.
(c)(3) Except as set forth in the sections in the Offer to Purchase
entitled "Important," "Summary Term Sheet -- Information About the Offers," "The
Offers -- General," "The Offers -- The Holdings' Offers for Senior Notes and
Senior Discount Notes of Holdings and Charter Capital," "The Offers -- Purpose
of the Offers," "The Offers -- Source and Amount of Funds" and "The
Offers -- Conditions to the Offers," which are incorporated herein by reference,
and Item 8(b) of this Schedule TO, no person identified in Item 3 of this
Schedule TO has any plans or proposals or is a party to negotiations that would
relate to or result in any material change to the present dividend rate or
policy, indebtedness or capitalization of CCI.
(c)(4) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations to change the number or term or to
otherwise make any changes to the Board of Directors of CCI. Except for
discussions in the ordinary course regarding increases in compensation and other
compensation arrangements, no such person has any plans or proposals or is a
party to negotiations regarding changes to material terms of the employment
contracts of any of CCI's executive officers.
(c)(5) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
other change in CCI's corporate structure or business.
(c)(6) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
class of equity securities of CCI to be delisted from a national securities
exchange or cease to be authorized to be quoted in an automated quotations
system operated by a national securities association.
(c)(7) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
class of equity securities of CCI becoming eligible for termination of
registration under Section 12(g)(4) of the Exchange Act.
(c)(8) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in the
suspension of CCI's obligation to file reports under Section 15(d) of the
Exchange Act.
(c)(9) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in the
acquisition by any person of additional securities of CCI, or the disposition of
securities of CCI.
(c)(10) No person identified in Item 3 of this Schedule TO has any plans or
proposals or is a party to negotiations that would relate to or result in any
changes in CCI's charter, bylaws or other governing instruments or other actions
that could impede the acquisition or control of CCI.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information is set forth in the section of the Offer to Purchase
entitled "The Offers -- Source and Amount of Funds," and is incorporated herein
by reference.
(b) The information is set forth in the sections of the Offer to Purchase
entitled "Important," "Summary Term Sheet" and "The Offers -- Conditions to the
Offers" and is incorporated herein by reference. We have no alternative
financing arrangements or alternative financing plans in the event that the
primary financing plans fall through.
3
(d)(1) The information is set forth in the sections of the Offer to
Purchase entitled "The Offers -- Source and Amount of Funds" and "The
Offers -- Conditions to the Offers" and is incorporated herein by reference.
(d)(2) We currently have made no plans or arrangements to refinance or
repay the debt securities described in our response to (d)(1) of this Item 7,
other than in accordance with the terms of those debt securities.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information is set forth in the section of the Offer to Purchase
entitled "Certain Information Regarding CCI -- Directors and Executive Officers"
and is incorporated herein by reference.
(b) To the best of our knowledge, no person identified in Item 3 of this
Schedule TO, no associate or majority-owned subsidiary of CCI, and no director
or executive officer of any subsidiary of CCI has engaged in any transactions in
Notes during the 60 days preceding the date of this Schedule TO.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) The information is set forth in the section of the Offer to Purchase
entitled "Dealer, Manager, Information Agent and Depositary," and is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(a)(1) The information is set forth in Item 8 of CCI's Annual Report on
Form 10-K for the year ended December 31, 2002 and is incorporated herein by
reference. In accordance with Instruction 6 to Item 10 of Schedule TO,
summarized financial information is contained in the section of the Offer to
Purchase entitled "Summary Financial Information."
(a)(2) The information is set forth in Item 1 of CCI's Quarterly Report on
Form 10-Q for the period ended March 31, 2003 and is incorporated herein by
reference.
(a)(3) The information is set forth in the section of the Offer to Purchase
entitled "Summary Financial Information," and is incorporated herein by
reference.
(a)(4) The information is set forth in the section of the Offer to Purchase
entitled "Summary Financial Information--Book Value Per Share," and is
incorporated herein by reference.
(b)(1)-(3) Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a)(1)-(5) Not applicable.
(b) All of the information set forth in the Offer to Purchase and the
Letter of Transmittal relating to the Notes is incorporated herein by reference.
We also incorporate by reference the following documents listed below:
- CCI's Proxy Statement(1) dated June 25, 2003;
- CCI's Annual Report on Form 10-K for the year ended December 31, 2002;
- CCI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
- CCI's Current Report on Form 8-K filed May 30, 2003; and
---------------
1 The information referred to in Item 402 (a)(8) of Regulation S-K and
paragraph (d)(3) of Item 7 of Schedule 14A promulgated by the SEC shall not be
deemed to be specifically incorporated by reference into this Schedule TO.
4
- CCI's Current Report on Form 8-K filed July 11, 2003.
ITEM 12. EXHIBITS
(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)(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)).
(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)).
5
(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 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.
6
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: July 11, 2003
7
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)(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)).
(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)).
EXHIBIT NO. DESCRIPTION
----------- -----------
(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 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.