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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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Series C convertible preferred stock at a purchase price of $5.00 per share on
or before November 25, 2000, and received an option to purchase an additional
2.5 million shares of Series C convertible preferred stock at a purchase price
of $5.00 per share. In April 1999, Vulcan Ventures purchased the entire 5
million shares of Series C convertible preferred stock for $25 million in cash.
The shares of Series B and Series C convertible preferred stock issued to Vulcan
Ventures automatically converted at a price of $3.23 per share into 20.15
million shares of common stock upon completion of High Speed Access' initial
public offering in June 1999. Additionally, High Speed Access granted Vulcan
Ventures warrants to purchase up to 5 million shares of common stock at a
purchase price of $5.00 per share. These warrants were converted to warrants to
purchase up to approximately 7,739,938 shares of common stock at a purchase
price of $3.23 per share upon completion of High Speed Access' initial public
offering. Vulcan Ventures subsequently assigned the warrants to Charter
Investment.
 
     In addition, Jerald L. Kent, our President and Chief Executive Officer and
a director of Charter Holdings, Mr. Savoy and another individual, who performs
management services for the issuers, are also directors of High Speed Access
Corp.
 
     WORLDGATE.  WorldGate is a provider of Internet access through cable
television systems. On November 7, 1997, Charter Investment signed an
affiliation agreement with WorldGate pursuant to which WorldGate's services will
be offered to some of our customers. The term of the agreement is five years
unless terminated by either party for failure of the other party to perform any
of its obligations or undertakings required under the agreement. The agreement
automatically renews for additional successive two year periods upon expiration
of the initial five year term. All of Charter Investment's operations take place
at the subsidiary level and it is through Charter Investment that we derive our
rights and obligations with respect to WorldGate. Pursuant to the agreement, we
have agreed to use our reasonable best efforts to deploy the WorldGate Internet
access service within a portion of our cable television systems and to install
the appropriate headend equipment in all of our major markets in those systems.
Major markets for purposes of this agreement include those in which we have more
than 25,000 customers. We incur the cost for the installation of headend
equipment. In addition, we have agreed to use our reasonable best efforts to
deploy such service in all non-major markets that are technically capable of
providing interactive pay-per-view service, to the extent we determine that it
is economically practical. When WorldGate has a telephone return path service
available, we will, if economically practical, use all reasonable efforts to
install the appropriate headend equipment and deploy the WorldGate service in
our remaining markets. Telephone return path service is the usage of telephone
lines to connect to the Internet to transmit data to receive data. We have also
agreed to market the WorldGate service within our market areas. We pay a monthly
subscriber access fee to WorldGate based on the number of subscribers to the
WorldGate service. We have the discretion to determine what fees, if any, we
will charge our subscribers for access to the WorldGate service. We started
offering WorldGate service in 1998. For the six-months ended June 30, 1999, we
paid to WorldGate approximately $570,000. For the year ended December 31, 1998,
we paid to WorldGate approximately $276,000. We charged our subscribers
approximately $76,000 for the six months ended June 30, 1999, and approximately
$22,000 for the year ended December 31, 1998.
 
     On November 24, 1997, Charter Investment acquired 70,423 shares of
WorldGate's Series B preferred stock at a purchase price of $7.10 per share. On
February 3, 1999, a subsidiary of Charter Holdings acquired 90,909 shares of
Series C preferred stock at a purchase price of $11.00 per share. As a result of
a stock split, each share of Series B
 
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