UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
SCHEDULE
13D
U
nder the
Securities Exchange Act of 1934
(Amendment
No. 10)*
Charter
Communications, Inc.
|
(Name
of Issuer)
|
|
|
Class
A Common Stock
|
(Title
of Class of Securities)
|
|
|
16117M107
|
(CUSIP
Number)
|
|
W.
Lance Conn
Vulcan
Cable III Inc.
505
Fifth Avenue South, Suite 900
Seattle,
Washington 98104
(206)
342-2000
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
December
23, 2008
|
(Date
of Event Which Requires Filing of This
Statement)
|
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
1.
|
Names
of Reporting Persons. Paul G. Allen
|
2.
|
Check
the Appropriate Box if a Member of a Group (see
Instructions)
|
|
(A)
(B)
|
[X]
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (see Instructions)
PF
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of Shares Beneficially Owned by Each Reporting Person
With
|
7.
|
Sole
Voting Power
404,570,214
Shares (1)
|
8.
|
Shared
Voting Power
-0-
Shares
|
9.
|
Sole
Dispositive Power
404,570,214 Shares
(1)
|
10.
|
Shared
Dispositive Power
-0-
Shares
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
404,570,214
Shares (1)
|
12.
|
Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
|
13.
|
Percent
of Class Represented by Amount in Row 11
51.33%
beneficial ownership of Class A Common Stock (2) / 90.81% voting power
(3)
|
14.
|
Type
Of Reporting Person (See Instructions)
IN
|
(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
1.
|
Names
of Reporting Persons. Vulcan Cable III Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group (see
Instructions)
|
|
(A)
(B)
|
[X]
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (see Instructions)
AF
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
|
6.
|
Citizenship
or Place of Organization
State
of Washington
|
Number
of Shares Beneficially Owned by Each Reporting Person
With
|
7.
|
Sole
Voting Power
-0-
Shares
|
8.
|
Shared
Voting Power
116,313,173
Shares (1)
|
9.
|
Sole
Dispositive Power
-0-
Shares
|
10.
|
Shared
Dispositive Power
116,313,173
Shares (1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
116,313,173
Shares (1)
|
12.
|
Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
|
13.
|
Percent
of Class Represented by Amount in Row 11
22.01%
beneficial ownership of Class A Common Stock (2) / 0.0% voting power
(3)
|
14.
|
Type
Of Reporting Person (See Instructions)
CO
|
(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.
|
Names
of Reporting Persons. Charter Investment,
Inc.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (see
Instructions)
|
|
|
(A)
(B)
|
[X]
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (see Instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [__]
|
|
6.
|
Citizenship
or Place of Organization
State
of Delaware
|
|
Number
of Shares Beneficially Owned by Each Reporting Person
With
|
7.
|
Sole
Voting Power
-0-
Shares
|
|
8.
|
Shared
Voting Power
259,665,264
Shares
(1)
|
|
9.
|
Sole
Dispositive Power
-0-
Shares
|
|
10.
|
Shared
Dispositive Power
259,665,264
Shares (1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
259,665,264
Shares (1)
|
|
12.
|
Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions)[__]
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
38.65%
beneficial ownership of Class A Common Stock (2) / 0.0% voting power
(3)
|
|
14.
|
Type
Of Reporting Person (See Instructions)
CO
|
|
|
|
(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. 10 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 13, 2003, the
eighth amendment, as filed with the SEC on October 31, 2005, and the ninth
amendment, as filed with the SEC on August 15, 2007 (as amended, the
“Schedule 13D”). Capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Schedule 13D.
Item
5.
|
Interest
in Securities of the Issuer.
|
Item 5 is
supplemented as follows:
(a) As of
December 23, 2008 (the “Reporting Date”) Mr. Allen beneficially owns 404,570,214
shares of Class A Common Stock of the Issuer, which consists of (i) 28,467,421
shares of Class A Common Stock of the Issuer held directly by Mr. Allen, (ii)
10,000 vested options on shares of Class A Common Stock of the Issuer, (iii)
64,356 shares of unvested restricted stock, and (iv) 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 Mr. Allen,
(b) 106,715,233 Class A Common Membership Units (“Class A Units”) of Charter
Holdco held by Vulcan, (c) 254,431,652 Class A Units of Charter Holdco held by
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
that are held by Vulcan and (e) 5,233,612 Class C Units of Charter Holdco that
are held by CII. Each of Vulcan and CII has an exchange option with the Issuer
giving it the right, at any time, to exchange its Class A Units and 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.
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 Class B Common Stock is
identical to the Class A Common Stock except that the Class A Common Stock is
entitled to one vote per share and is not convertible into any other
security.
As of the
Reporting Date, Mr. Allen’s beneficial ownership represents approximately 51.33%
of the shares of the Issuer’s outstanding Class A Common Stock, assuming
conversion of all Class B Common Stock and Class B Common Stock Equivalents, and
approximately 90.81% of the voting power of the Issuer’s outstanding Class A
Common Stock assuming no conversion of the Class B Common Stock and the Class B
Common Stock Equivalents. The calculation of these percentages
assumes that 412,140,525 shares of Class A Common Stock of the Issuer are issued
and outstanding, as reported in the most recent Form 10-Q of the
Issuer.
Except as
otherwise provided, each of the other persons named in Item 2 beneficially owns
less than 0.1% of the equity and voting power of the Issuer and, except as
otherwise provided below, none of the other persons named in Item 2 beneficially
owns any of the Issuer’s Class A Common Stock. Included in beneficial ownership
are all options that vest and will be exercisable within 60 days of the
Reporting Date.
W. Lance
Conn, director and Vice President of Vulcan and CII, beneficially owns 179,155
shares of Class A Common Stock.
Jo Allen
Patton, director and President of Vulcan and CII, beneficially owns 193,896
shares of Class A Common Stock.
(b) Mr.
Allen is deemed to have sole voting and dispositive power with respect to the
404,570,214 shares of Class A Common Stock that he beneficially owns directly
and indirectly through CII and Vulcan (which he controls). Because Mr. Allen is
the ultimate controlling person of Vulcan, Vulcan is deemed to have shared
voting and dispositive power with Mr. Allen over the 116,313,173 shares of Class
A Common Stock beneficially owned by Vulcan through its ownership of 106,715,233
Class A Units and 9,597,940 Class C Units of Charter Holdco. Because Mr. Allen
is the ultimate controlling person of CII, CII is deemed to have shared voting
and dispositive power with Mr. Allen over the 259,665,264 shares of Class A
Common Stock beneficially owned by CII through its ownership of 254,431,652
Class A Units (including the exchange of the CCHC Note into 36,846,406 Class A
Units) and 5,233,612 Class C Units of Charter Holdco.
To the
knowledge of the Reporting Persons, except as otherwise specified herein, each
of the persons disclosed in Item 5 has sole dispositive and voting power with
respect to the shares of Class A Common Stock actually held by the
persons.
(c)
On April
29, 2008, Mr. Allen acquired beneficial ownership of 64,356 shares of Class A
Common Stock of the Issuer through a grant of restricted stock that will fully
vest on the anniversary of the date of grant.
On April
29, 2008, Mr. Conn acquired beneficial ownership of 64,356 shares of Class A
Common Stock of the Issuer through a grant of restricted stock that will fully
vest on the anniversary of the date of grant.
On April
29, 2008, Ms. Patton acquired beneficial ownership of 64,356 shares of Class A
Common Stock of the Issuer through a grant of restricted stock that will fully
vest on the anniversary of the date of grant.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with
|
|
Respect
to Securities of the Issuer.
|
Item 6 is
supplemented as follows:
Rights
Plan
On
December 22, 2008, a Special Committee of the Board of Directors (the “Board”)
of the Issuer approved the amendment of the Rights Agreement to, among other
things, amend the defined term “Expiration Date” to extend the date of December
31, 2008 to December 31, 2009 (the “Rights Agreement Amendment”). Mr.
Allen, as holder of all of the outstanding shares of Class B Common Stock,
consented to the Rights Agreement Amendment. In connection with the
Rights Agreement Amendment, CII, Vulcan and the Issuer, as Manager and member of
Charter Holdco, entered into a letter agreement amending the Mirror Agreement to
reflect the Rights Agreement Amendment (the “Letter Agreement
Amendment”). A copy of the Letter Agreement Amendment is filed as
Exhibit 10.24 to this Schedule 13D and is incorporated by reference into this
Item 6.
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
10.24
|
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 4.2 to the current report on Form 8-K of the Issuer
filed on December 23, 2008 (File No.
000-27927)).
|
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.
|
|
|
Dated: December
23, 2008
|
VULCAN
CABLE III INC.
|
|
|
|
|
By:
|
/s/
William L. McGrath
|
|
|
|
Name:
William L. McGrath
Title:
Vice President
|
|
|
|
Dated: December
23, 2008
|
PAUL
G. ALLEN
|
|
|
|
|
By:
|
/s/
W. Lance Conn, by Power of Attorney
|
|
|
|
|
|
Dated: December
23, 2008
|
CHARTER
INVESTMENT, INC.
|
|
|
|
|
By:
|
/s/
W. Lance Conn
|
|
|
|
Name:
W. Lance Conn
Title:
Vice President
|
EXHIBIT
INDEX
10.24
|
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 4.2 to the current report on Form 8-K of the Issuer
filed on December 23, 2008 (File No. 000-27927)).
|
|
|
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