To: KLP who wrote (618 ) 8/25/1999 1:19:00 PM From: PatrickMark Read Replies (2) | Respond to of 963
Thread, Yesterday I noticed a new HSAC SEC filing (a second amendment to the SC 13D of 6/21/99)and spent some time looking it over (the SEC doc's take a lot of time to read, but sure are interesting). Anyway, we're all used to seeing the statement that HSAC has exclusive rights to 750,000 homes passed and X million potential homes under equity incentive-based agreements with Charter Communications. I've often wondered how these agreements work. Here's an excerpt from the filing which helps: (Note: "Issuer" is HSAC)"As an inducement to Vulcan Ventures to cause Charter to commit additional systems to the Issuer, the Issuer granted Vulcan Ventures warrants to purchase up to 7,750,000 shares of the Issuer's common stock at a purchase price of $3.23 per share. Vulcan Ventures subsequently assigned the warrants to Charter. The warrants are exercisable by Charter at the rate of 1.55 shares of common stock for each home passed committed to the Issuer by Charter in excess of 750,000. On or before July 31, 2001, Charter may earn warrants to purchase up to 3,875,000 shares, which warrants must be exercised on or before July 31, 2002. Of these, Charter had earned warrants to purchase 22,971 shares of common stock as of June 9, 1999. On or before July 31, 2003, Charter may earn warrants to purchase an additional 3,875,000 shares, which warrants must be exercised on or before July 31, 2004. Charter may forfeit the warrants in certain circumstances, generally if the number of homes passed in a committed system is reduced." For those interested, here's the link to the filing:siliconinvestor.com Here's one more excerpt, which is confusing to me:"This statement on Schedule 13D (the "Schedule 13D") relating to the common stock, par value $.01 per share of High Speed Access Corp., a Delaware corporation (the "Issuer"), as previously filed by Vulcan Ventures Incorporated ("Vulcan Ventures") and Paul G. Allen, is hereby amended as set forth below. This Amendment No. 2 to Schedule 13D does not report any new transactions in the Issuer's common stock. Rather, this Amendment is being filed to reflect that Vulcan Ventures does not have an ownership interest in Charter Communications, Inc. Capitalized terms used without definition have the meaning ascribed to such terms in the Schedule 13D." Maybe VV's investment is in Charter's holding company? Anyone who could help clarify, I would appreciate it. PM