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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Charter Communications, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
16117M10-7
- -------------------------------------------------------------------------------
(CUSIP Number)
November 18, 2002
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- --------
* 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 the disclosures provided in a prior cover page.
The information required in 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 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).
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Page 1 of 10
CUSIP No. 16117M10-7 13G
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation (formerly named AT&T Comcast Corporation)
27-0000798
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER -0-
-------------------------------------------------
NUMBER OF SHARES 6. SHARED VOTING POWER -24,273,943*-
BENEFICIALLY OWNED -------------------------------------------------
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER -0-
PERSON WITH -------------------------------------------------
8. SHARED DISPOSITIVE POWER -24,273,943*-
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-24,273,943*-
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Of the 24,273,943 shares of Class A Common Stock, par value $.001 per
share ("Class A Common Stock"), that are reported as beneficially owned by
the Reporting Person, 15,154,073 shares of Class A Common Stock are owned
by TCID of Michigan, Inc., and 9,119,870 shares of Class A Common Stock
are owned by TCI Bresnan LLC.
Page 2 of 10
CUSIP No. 16117M10-7 13G
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Cable Communications Holdings, Inc. (formerly named
AT&T Broadband Corp.)
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER -0-
-------------------------------------------------
NUMBER OF SHARES 6. SHARED VOTING POWER -24,273,943*-
BENEFICIALLY OWNED -------------------------------------------------
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER -0-
PERSON WITH -------------------------------------------------
8. SHARED DISPOSITIVE POWER -24,273,943*-
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-24,273,943*-
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Of the 24,273,943 shares of Class A Common Stock, par value $.001 per
share ("Class A Common Stock"), that are reported as beneficially owned by
the Reporting Person, 15,154,073 shares of Class A Common Stock are owned
by TCID of Michigan, Inc., and 9,119,870 shares of Class A Common Stock
are owned by TCI Bresnan LLC.
Page 3 of 10
CUSIP No. 16117M10-7 13G
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Cable Holdings, LLC (formerly named AT&T Broadband, LLC)
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER -0-
-------------------------------------------------
NUMBER OF SHARES 6. SHARED VOTING POWER -24,273,943*-
BENEFICIALLY OWNED -------------------------------------------------
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER -0-
PERSON WITH -------------------------------------------------
8. SHARED DISPOSITIVE POWER -24,273,943*-
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-24,273,943*-
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Of the 24,273,943 shares of Class A Common Stock, par value $.001 per
share ("Class A Common Stock"), that are reported as beneficially owned by
the Reporting Person, 15,154,073 shares of Class A Common Stock are owned
by TCID of Michigan, Inc., and 9,119,870 shares of Class A Common Stock
are owned by TCI Bresnan LLC.
Page 4 of 10
Item 1(a). Name of Issuer:
Charter Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12405 Powerscourt Drive, St. Louis, Missouri 63131
Item 2(a). Names of Persons Filing:
This statement is filed on behalf of the persons identified below (the
"Reporting Persons").
Comcast Corporation
Comcast Cable Communications Holdings, Inc.
Comcast Cable Holdings, LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each Reporting Person is
1500 Market Street, Philadelphia, PA 19102-2148, c/o Comcast Corporation.
Item 2(c). Citizenship:
Comcast Corporation - Pennsylvania
Comcast Cable Communications Holdings, Inc. - Delaware
Comcast Cable Holdings, LLC - Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $.001 per share ("Class A Common Stock")
Item 2(e). CUSIP Number:
16117M10-7
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
Page 5 of 10
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 24,273,943*
(b) Percent of class: 7.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 24,273,943*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
24,273,943*
* The 24,273,943 shares of Class A Common Stock that are reported as
beneficially owned by the Reporting Persons are held in the form of
limited liability company interests in CC VIII, LLC, a partnership
indirectly controlled by Issuer, that pursuant to an exchange agreement
are exchangeable into such shares of Class A Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiaries Which Acquired
the Security Being Reported on by the Parent Holding Company.
Comcast Cable Communications Holdings, Inc. is a direct, wholly owned
subsidiary of Comcast Corporation.
Comcast Cable Holdings, LLC is a direct, wholly owned subsidiary of
Comcast Cable Communications Holdings, Inc.
TCID of Michigan, Inc., an indirect, wholly owned subsidiary of Comcast
Cable Holdings, LLC, owns 15,154,073 shares of Class A Common Stock.
TCI Bresnan LLC, an indirect, wholly owned subsidiary of Comcast Cable
Holdings, LLC, owns 9,119,870 shares of Class A Common Stock.
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 6 of 10
SIGNATURE
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.
Date: January 27, 2003
COMCAST CORPORATION
By: /s/ Arthur R. Block
--------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CABLE COMMUNICATIONS HOLDINGS,
INC.
By: /s/ Arthur R. Block
--------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CABLE HOLDINGS, LLC
By: /s/ Arthur R. Block
--------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Page 7 of 10
SCHEDULES
Schedule I Termination of Joint Filing Agreement dated April 22, 2002
among AT&T Corp., TCID of Michigan, Inc., and TCI Bresnan
LLC.
Schedule II Joint Filing Agreement dated January 27, 2003 among Comcast
Corporation, Comcast Cable Communications Holdings, Inc. and
Comcast Cable Holdings, LLC.
Page 8 of 10
SCHEDULE I
TERMINATION OF JOINT FILING AGREEMENT
EXECUTED PURSUANT TO RULE 13d-1(k)(1)
The undersigned hereby terminate the Joint Filing Agreement among them
dated April 22, 2002. This termination may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated as of: January 27, 2003
AT&T CORP.
By: /s/ H. D. Schwartz
---------------------------------
Name: H. David Schwartz
Title: Assistant Secretary
TCID OF MICHIGAN, INC.
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President
TCI BRESNAN LLC
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Page 9 of 10
SCHEDULE II
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, each of the undersigned acknowledges and agrees that Schedule 13G
with respect to the Class A Common Stock, par value $.001 per share, of Charter
Communications, Inc. shall be filed on behalf of each of the undersigned and
acknowledges that as contemplated by Section 13d-1(k)(1)(ii), no person shall
be responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate. This Agreement may be executed in
any number of counterparts and all such counterparts taken together shall
constitute one and the same instrument.
Date: January 27, 2003
COMCAST CORPORATION
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CABLE COMMUNICATIONS HOLDINGS,
INC.
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President
COMCAST CABLE HOLDINGS, LLC
By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Page 10 of 10