[X]
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Preliminary
Information Statement
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[
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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[
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Definitive
Information Statement
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[X]
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No
fee required
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[
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which the transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[
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Fee
paid previously with preliminary materials
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[
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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·
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each
current director of the Company;
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·
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the
current chief executive officer and chief financial officer and
individuals named in the Summary Compensation
Table;
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·
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all
persons currently serving as directors and executive officers of
the
Company, as a group; and
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·
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each
person known by us to own beneficially 5% or more of our outstanding
Class A common stock as of June 30,
2007.
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·
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each
holder of Class A common stock is entitled to one vote per
share; and
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·
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each
holder of the Company’s Class B common stock (“Class B common
stock”) is entitled to (i) ten votes per share of Class B common
stock held by such holder and its affiliates and (ii) ten votes per
share of Class B Common Stock for which membership units in Charter
Holdco held by such holder and its affiliates are
exchangeable.
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Unvested
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Class A
Shares
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Class B
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|||||||||||||||
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Number
of
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Restricted
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Receivable
on
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Shares
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Class A
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Class A
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Exercise
of
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Issuable
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%
of Class A
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|||||||||||||||
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Shares
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Shares
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Vested
Options
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Number
of
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upon
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Shares
(Voting
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%
of
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|||||||||||||||
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(Voting
and
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(Voting
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or
Other
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Class B
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Exchange
or
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and
Investment
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Voting
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|||||||||||||||
Name
and Address of
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Investment
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Power
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Convertible
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Shares
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Conversion
of
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Power)
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Power
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Beneficial
Owner
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Power)(1)
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Only)(2)
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Securities(3)
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Owned
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Units(4)
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(4)(5)
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(5)(6)
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Paul
G. Allen(7)
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28,453,167
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-
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10,000
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50,000
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369,448,336
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51.69
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%
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90.92
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%
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||||||||||||||||||
Charter
Investment, Inc.(8)
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253,135,163
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38.73
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%
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*
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Vulcan
Cable III Inc.(9)
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116,313,173
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22.51
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%
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*
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W.
Lance Conn
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100,545
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-
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*
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*
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|||||||||||||||||||||||
Nathaniel
A. Davis
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49,242
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-
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*
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*
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|||||||||||||||||||||||
Jonathan
L. Dolgen
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109,577
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-
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*
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*
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|||||||||||||||||||||||
Rajive
Johri
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67,379
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-
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|||||||||||||||||||||||||||
Robert
P. May
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209,577
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-
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*
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*
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|||||||||||||||||||||||
David
C. Merritt
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114,010
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-
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*
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*
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Marc
B. Nathanson
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514,010
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-
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50,000
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*
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*
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||||||||||||||||||||||
Jo
Allen Patton
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115,286
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-
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*
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*
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John
H. Tory
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118,310
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-
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40,000
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*
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*
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||||||||||||||||||||||
Larry
W. Wangberg
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117,010
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-
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40,000
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*
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*
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||||||||||||||||||||||
Neil
Smit
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1,491,667
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520,833
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1,784,272
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*
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*
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||||||||||||||||||||||
Jeffrey
T. Fisher
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16,667
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33,333
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-
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*
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*
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||||||||||||||||||||||||
Michael
J. Lovett
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7,500
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425,000
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316,500
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*
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*
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||||||||||||||||||||||
Robert
A. Quigley
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-
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33,333
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-
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*
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*
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Grier
C. Raclin
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-
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33,333
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-
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*
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*
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||||||||||||||||||||||||
All
current directors and executive officers as a group
(23 persons)
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31,505,839
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1,079,165
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2,784,447
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50,000
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369,448,336
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52.40
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%
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91.02
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%
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||||||||||||||||||
Paul
Martin (10)
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12,528
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-
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274,975
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*
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*
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||||||||||||||||||||||||
Steelhead
Partners(11)
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29,729,656
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7.42
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%
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*
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James
Michael Johnston(11)
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29,729,656
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7.42
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%
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*
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Brian
Katz Klein(11)
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29,729,656
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7.42
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%
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*
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FMR
Corp.(12)
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46,413,606
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11.59
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%
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1.16
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%
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Fidelity
Management & Research Company(12)
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22,765,971
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19,229,336
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10.01
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%
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1.04
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%
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Edward
C. Johnson 3d (12)
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46,413,606
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11.59
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%
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1.16
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%
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Standard
Pacific Capital LLC (13)
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20,553,184
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5.13
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%
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*
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Wellington
Management Company, LLC (14)
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25,658,221
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6.41
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%
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*
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*
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Less
than 1%.
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(1)
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Includes
shares for which the named person has sole voting and investment
power or
shared voting and investment power with a spouse. Does not include
shares
that may be acquired through exercise of options.
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(2)
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Includes
unvested shares of restricted stock issued under the Charter
Communications, Inc. 2001 Stock Incentive Plan, as to which the
applicable
director or employee has sole voting power but not investment power.
Excludes certain performance units granted under the Charter 2001
Stock
Incentive Plan with respect to which shares will not be issued
until the
third anniversary of the grant date and then only if Charter meets
certain
performance criteria (and which consequently do not provide the
holder
with any voting rights).
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(3)
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Includes
shares of Class A common stock issuable (a) upon exercise of
options that have vested or will vest on or before August 29, 2007
under
the 1999 Charter Communications Option Plan and the 2001 Stock
Incentive
Plan or (b) upon conversion of other convertible
securities.
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(4)
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Beneficial
ownership is determined in accordance with Rule 13d-3 under the
Exchange Act. The beneficial owners at June 30, 2007 of Class B
common stock, Charter Holdco membership units and convertible senior
notes
of Charter are deemed to be beneficial owners of an equal number
of shares
of Class A common stock because such holdings are either convertible
into Class A shares (in the case of Class B shares and
convertible senior notes) or exchangeable (indirectly) for Class A
shares (in the case of the membership units) on a one-for-one basis.
Unless otherwise noted,
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the
named holders have sole investment and voting power with respect
to the
shares listed as beneficially owned. Mr. Allen also owns an
accreting note exchangeable as of June 30, 2007 for 30,316,305
Charter
Holdco membership units.
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(5)
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The
calculation of this percentage assumes for each person
that:
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•
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400,398,208 shares
of Class A common stock are issued and outstanding as of June 30,
2007;
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•
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the
acquisition by such person of all shares of Class A common stock that
such person or affiliates of such person has the right to acquire
upon
exchange of membership units in subsidiaries or conversion of
Series A Convertible Redeemable Preferred Stock or
5.875% convertible senior notes;
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•
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the
acquisition by such person of all shares that may be acquired upon
exercise of options to purchase shares or exchangeable membership
units
that have vested or will vest by August 29,
2007; and
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•
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none
of the other listed persons or entities has received any shares
of
Class A common stock that are issuable to any of such persons
pursuant to the exercise of options or otherwise.
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A
person is deemed to have the right to acquire shares of Class A
common stock with respect to options vested under the 1999 Charter
Communications Option Plan. When vested, these options are exercisable
for
membership units of Charter Holdco, which are immediately exchanged
on a
one-for-one basis for shares of Class A common stock. A person is
also deemed to have the right to acquire shares of Class A common
stock issuable upon the exercise of vested options under the 2001
Stock
Incentive Plan.
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(6)
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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 membership units of Charter Holdco owned by each of Vulcan
Cable III Inc. and Charter Investment, Inc. have not been exchanged
for shares of Class A common stock).
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(7)
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The
total listed includes:
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•
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253,135,163
membership units in Charter Holdco held by Charter Investment,
Inc.; and
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•
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116,313,173
membership units in Charter Holdco held by Vulcan Cable III
Inc.
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The
listed total includes 30,316,305 shares of Class A common stock
issuable
as of June 30, 2007 upon exchange of units of Charter Holdco, which
are
issuable to Charter Investment, Inc. (which is owned by Mr.
Allen). The address of this person is: 505 Fifth Avenue South,
Suite 900, Seattle, WA 98104.
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(8)
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Includes
253,135,163 membership units in Charter Holdco, which are exchangeable
for
shares of Class B common stock on a one-for-one basis, which are
convertible to shares of Class A common stock on a one-for-one basis.
The address of this person is: Charter Plaza, 12405 Powerscourt
Drive, St. Louis, MO 63131.
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(9)
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Includes
116,313,173 membership units in Charter Holdco, which are exchangeable
for
shares of Class B common stock on a one-for-one basis, which are
convertible to shares of Class A common stock on a one-for-one basis.
The address of this person is: 505 Fifth Avenue South, Suite 900,
Seattle, WA 98104.
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(10) |
Mr.
Martin terminated his employment effective April 3, 2006. His
stock options and restricted stock shown in this table continue
to vest
until September 2, 2007, and his options will be exercisable for
another
60 days thereafter.
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(11) |
The
equity ownership reported in this table is based upon the holder’s
Form 13G/A filed with the SEC February 8, 2007. The business address
of the reporting person is: 1301 First Avenue, Suite 201,
Seattle, WA 98101. J. Michael Johnston and Brian K. Klein act as
the member-managers of Steelhead Partners, LLC.
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(12) | The equity ownership reported in this table is based on the holder’s Schedule 13G/A filed with the SEC on February 14, 2007. The address of the person is: 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Management & Research Company is a wholly-owned subsidiary of FMR Corp. and is the beneficial owner of 41,995,307 shares as a result of acting as investment adviser to various investment companies and includes: 19,229,336 shares resulting from the assumed conversion of 5.875% convertible senior notes. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., is a beneficial owner of 763,983 shares as a result of acting as investment adviser to various investment companies and includes: 240,083 shares resulting from the assumed conversion of 5.875% convertible senior notes. Pyramis Global Advisors Trust Company, an indirect wholly-owned subsidiary of FMR Corp., is a beneficial owner of 210,116 shares as a result of acting as investment adviser to various investment companies and includes: 66,116 shares resulting from the assumed conversion of 5.875% convertible senior notes. Fidelity International Limited (“FIL”) provides investment advisory and management services to non-U.S. investment companies and certain institutional investors and is a beneficial owner of 3,444,200 shares. FIL is a separate and |
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independent
corporate entity from FMR Corp. Edward C. Johnson 3d, Chairman
of FMR Corp. and FIL own shares of FIL voting stock with the right
to cast
approximately 47% of the total votes of FIL voting
stock. Edward C. Johnson 3d, chairman of FMR Corp., and
FMR Corp. each has sole power to dispose of
41,995,307 shares.
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(13)
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The
equity ownership reported in this table is based upon holder’s
Schedule 13G filed with the SEC February 21, 2007. The address of the
reporting person is: 101 California Street, 36th
Floor, San
Francisco, CA 94111.
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(14)
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The
equity ownership reported in this table is based upon holder’s
Schedule 13G/A filed with the SEC February 14, 2007. The address of
the reporting person is: 75 State Street, Boston,
MA 02109.
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