Schedule 13d
| Filed by: | ALLEN PAUL G |
| Subject Company: | CHARTER COMMUNICATIONS, INC. |
| Filed as of Date: | 01/06/2009 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 11)*
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Charter
Communications, Inc.
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(Name
of Issuer)
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Class
A Common Stock
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(Title
of Class of Securities)
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16117M107
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(CUSIP
Number)
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W.
Lance Conn
Vulcan
Cable III Inc.
505
Fifth Avenue South, Suite 900
Seattle,
Washington 98104
(206)
342-2000
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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January
6, 2009
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(Date
of Event Which Requires Filing of This
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that 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 §240.13d-7 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).
CUSIP
NO. 16117M107
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1.
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Names
of Reporting Persons. Paul G. Allen
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2.
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Check
the Appropriate Box if a Member of a Group (see Instructions)
(A) [X]
(B) [
]
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3.
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SEC
Use Only
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4.
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Source
of Funds (see Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.
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Sole
Voting Power
404,570,214
Shares (1)
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8.
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Shared
Voting Power
-0-
Shares
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9.
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Sole
Dispositive Power
404,570,214 Shares
(1)
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10.
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Shared
Dispositive Power
-0-
Shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
404,570,214
Shares (1)
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12.
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Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
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13.
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Percent
of Class Represented by Amount in Row 11
51.33%
beneficial ownership of Class A Common Stock (2) / 90.81% voting power
(3)
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14.
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Type
Of Reporting Person (See Instructions)
IN
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(1)
Represents (A) 28,467,421 shares of Class A Common Stock of the Issuer held
directly by Mr. Allen, (B) 10,000 vested options to acquire shares of Class A
Common Stock of the Issuer, (C) 64,356 shares of unvested restricted stock, and
(D) 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 (“Class A Units”) of Charter Communications Holding Company, LLC (“Charter
Holdco”) held by Vulcan Cable III Inc. (“Vulcan”), (c) 254,431,652 Class A Units
of Charter Holdco held by Charter Investment, Inc. (“CII”) including the
exchange of the CCHC Note into 36,846,406 Class A Units, (d) 9,597,940 Class C
Common Membership Units (“Class C Units”) of Charter Holdco held by Vulcan and
(e) 5,233,612 Class C Common Membership Units (“Class C 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 both its Class A Units and Class C Units (the Class A Units and the
Class C Units collectively, 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
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. Because Mr. Allen is
the ultimate controlling person of both Vulcan and CII, he is a beneficial owner
who effectively has sole voting power with respect to the Class B Common Stock
Equivalents held by each entity; however, because each such controlled entity is
the record holder of such Class B Common Stock Equivalents, these controlled
entities may be deemed to share voting power with Mr. Allen over such Class B
Common Stock Equivalents.
(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 have been exchanged for shares of
Class A Common Stock.
(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 exchanged for shares of Class B Common
Stock or Class A Common Stock).
CUSIP
NO. 16117M107
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1.
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Names
of Reporting Persons. Vulcan Cable III Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (see Instructions)
(A) [X]
(B) [
]
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3.
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SEC
Use Only
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4.
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Source
of Funds (see Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
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6.
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Citizenship
or Place of Organization
State
of Washington
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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.
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Sole
Voting Power
-0-
Shares
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8.
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Shared
Voting Power
116,313,173
Shares (1)
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9.
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Sole
Dispositive Power
-0-
Shares
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10.
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Shared
Dispositive Power
116,313,173
Shares (1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
116,313,173
Shares (1)
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12.
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Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
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13.
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Percent
of Class Represented by Amount in Row 11
22.01%
beneficial ownership of Class A Common Stock (2) / 0.0% voting power
(3)
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14.
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Type
Of Reporting Person (See Instructions)
CO
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(1)
Represents Class A Common Membership Units (“Class A Units”) and Class C Common
Membership Units (“Class C Units” and together with the Class A Units, the
“Class B Common Stock Equivalents”) 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 B Common 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. Paul G. Allen is the sole stockholder of Vulcan and is therefore deemed
to have beneficial ownership of all of the Class B Common Equivalents that
Vulcan Cable III Inc. owns. Because Mr. Allen is the ultimate controlling person
of Vulcan, he is a beneficial owner who effectively has sole voting power with
respect to the Class B Common Stock
Equivalents
held by Vulcan; however, because Vulcan is the record holder of such Class B
Common Stock Equivalents, Vulcan may be deemed to share voting power with Mr.
Allen over such Class B Common Stock Equivalents.
(2) The
calculation of this percentage assumes that all Class B Common Stock Equivalents
held by Vulcan or that Vulcan has the right to acquire have been exchanged for
shares of Class A Common Stock.
(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 owned by Vulcan and CII have not
been exchanged for shares of Class B Common Stock or Class A Common
Stock).
CUSIP
NO. 16117M107
|
1.
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Names
of Reporting Persons. Charter Investment,
Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (see Instructions)
(A) [X]
(B) [
]
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3.
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SEC
Use Only
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||||
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4.
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Source
of Funds (see Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
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6.
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Citizenship
or Place of Organization
State
of Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.
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Sole
Voting Power
-0-
Shares
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|||
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8.
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Shared
Voting Power
259,665,264 Shares
(1)
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||||
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9.
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Sole
Dispositive Power
-0-
Shares
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||||
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10.
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Shared
Dispositive Power
259,665,264
Shares (1)
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||||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
259,665,264
Shares (1)
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12.
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Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
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13.
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Percent
of Class Represented by Amount in Row 11
38.65%
beneficial ownership of Class A Common Stock (2) / 0.0% voting power
(3)
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14.
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Type
Of Reporting Person (See Instructions)
CO
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(1)
Represents Class A Common Membership Units (“Class A Units”) and Class C Common
Membership Units (“Class C Units” and together with the Class A Units, the
“Class B Stock Common Equivalents”) of Charter Communications Holding Company,
LLC (“Charter Holdco”) directly held by Charter Investment, Inc. (“CII”).
Assumes the exchange of the CCHC Note into 36,846,406 Class A Units. CII has an
exchange option with the Issuer giving it the right, at any time, to exchange
its Class B Stock Common 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. Paul
G. Allen is the sole stockholder of CII and is therefore deemed to have
beneficial ownership of all of the Class B Common Equivalents that CII owns.
Because Mr. Allen is the ultimate controlling person of CII, he is a beneficial
owner who effectively has sole voting
power
with respect to the Class B Common Stock Equivalents held by CII; however,
because CII is the record holder of such Class B Common Stock Equivalents, CII
may be deemed to share voting power with Mr. Allen over such Class B Common
Stock Equivalents.
(2) The
calculation of this percentage assumes that all Class B Common Stock Equivalents
held by CII or that CII has the right to acquire have been exchanged for shares
of Class A Common Stock.
(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 owned by Vulcan and CII have not
been exchanged for shares of Class B Common Stock or Class A Common
Stock).
This
Amendment No. 11 to Schedule 13D amends the Schedule 13D originally filed with
the Securities and Exchange Commission (the “SEC”) on November 22, 1999, as
amended by the first amendment, as filed with the SEC on December 20, 1999, the
second amendment, as filed with the SEC on September 13, 2000, the third
amendment, as filed with the SEC on March 11, 2002, the fourth amendment, as
filed with the SEC on May 17, 2002, the fifth amendment, as filed with the SEC
on July 3, 2002, the sixth amendment, as filed with the SEC on August 8, 2002,
the seventh amendment, as filed with the SEC on December 15, 2003, the
eighth amendment, as filed with the SEC on November 9, 2005, the ninth
amendment, as filed with the SEC on August 15, 2007, and the tenth amendment, as
filed with the SEC on December 24, 2008 (as amended, the “Schedule 13D”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Schedule 13D.
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Item
4.
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Purpose
of Transaction.
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Item 4 is
amended and restated in its entirety as follows:
Prior to
the effectiveness of the Issuer’s initial public offering, Mr. Allen acquired
control of CII and caused CII to form the Issuer for the purpose of effecting
the public offering. Subsequent to that time, the Reporting Persons
have directly or indirectly acquired beneficial ownership of securities of the
Issuer and its subsidiaries from time to time for purposes of investment, and to
provide financing to the Issuer. The Reporting Persons will continue to
review the performance of their investments in the Issuer and its affiliates and
to consider or explore
alternatives with respect thereto. Mr. Allen, through direct
ownership of the Issuer’s securities, through membership interests of Charter
Holdco owned by Vulcan or CII, or otherwise, may from time to time acquire or
dispose of beneficial ownership of additional securities of the Issuer or its
affiliates in open market transactions, private transactions or transactions
with the Issuer or its affiliates, pursue or propose recapitalization or other
possible restructuring transactions designed to reduce the Issuer’s leverage
(which could include, without limitation, exchanges designed to reduce the
Issuer’s leverage including debt to equity exchanges), going private
transactions resulting in Mr. Allen acquiring beneficial ownership of all or
substantially all of the common stock of the Issuer or other extraordinary
corporate transactions, such as mergers or reorganization or sales of material
assets, with regard to the Issuer or its affiliates.
On
December 12, 2008, the Issuer announced that it had asked its long-standing
financial advisor, Lazard LLC, to initiate discussions with the Issuer’s
bondholders about financial alternatives to improve the Issuer’s balance
sheet. Mr. Allen and the Issuer and their respective advisors have
initiated discussions regarding possible restructuring transactions, including
discussions that could lead to reconsideration by the Reporting Persons of
matters covered by this Item 4, altering the Reporting Persons’ holdings in the
Issuer and/or its subsidiaries, and/or to Mr. Allen or one or more of his
affiliates making a proposal to the Issuer and/or participation by Mr. Allen or
one or more of his affiliates in a restructuring of the Issuer and its balance
sheet.
Any
alternatives that the Reporting Persons may pursue could depend upon a variety
of factors, including, without limitation, current and anticipated future
trading prices for the Issuer’s securities, the financial condition, results of
operations and prospects, including prospects for a restructuring, of the Issuer
and its affiliates, and general economic, financial market and industry
conditions.
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Item
7.
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Material
to be Filed as Exhibits.
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Item 7
is amended to correct the incorporation by reference in Exhibit 10.24 and
supplemented to include Exhibit 10.25, which was inadvertently omitted from the
tenth amendment to Schedule 13D, as filed with the SEC on December 24,
2008.
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10.24
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Letter
Agreement Amendment among CII, Vulcan and the Issuer, as Manager and
member of Charter Holdco, dated as of December 23, 2008 (incorporated by
reference to Exhibit 4.02 to Amendment No. 1 to the registration statement
on Form 8-A of the Issuer filed on December 23, 2008 (File No.
001-33664)).
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10.25
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Rights
Agreement Amendment between the Issuer and Mellon Investor Services LLC,
as Rights Agent, dated as of December 23, 2008 (incorporated by reference
to Exhibit 4.01 to Amendment No. 1 to the registration statement on Form
8-A of the Issuer filed on December 23, 2008 (File No.
001-33664)).
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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.
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Dated: January
6, 2009
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VULCAN
CABLE III INC.
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By:
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/s/
W. Lance Conn
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Name:
W. Lance Conn
Title:
Vice President
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Dated: January
6, 2009
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PAUL
G. ALLEN
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By:
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/s/
W. Lance Conn, by Power of Attorney
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Dated: January
6, 2009
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CHARTER
INVESTMENT, INC.
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By:
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/s/
W. Lance Conn
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Name:
W. Lance Conn
Title:
Vice
President
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EXHIBIT
INDEX
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10.24
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Letter
Agreement Amendment among CII, Vulcan and the Issuer, as Manager and
member of Charter Holdco, dated as of December 23, 2008 (incorporated by
reference to Exhibit 4.02 to Amendment No. 1 to the registration statement
on Form 8-A of the Issuer filed on December 23, 2008 (File No.
001-33664)).
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10.25
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Rights
Agreement Amendment between the Issuer and Mellon Investor Services LLC,
as Rights Agent, dated as of December 23, 2008 (incorporated by reference
to Exhibit 4.01 to Amendment No. 1 to the registration statement on Form
8-A of the Issuer filed on December 23, 2008 (File No.
001-33664)).
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