Vulcan Lords Over HSA


High Speed Access Corp.'s $120 million initial public
offering has yet to be priced, but the high-speed data provider is already using its stock
to strengthen its ties to its biggest shareholder, Paul Allen's Vulcan Ventures Inc.

According to its prospectus, HAS -- which provides
high-speed Internet-access services for some Vulcan-owned Charter Communications cable
systems -- already has a commitment from the MSO for exclusive rights to about 765,000
homes passed.

The company also cut a deal to issue stock warrants to
Vulcan to purchase up to 5 million shares at $5 apiece. Those warrants become exercisable
at a rate of one warrant per home passed committed by Charter in excess of 750,000. So
far, however, Vulcan has not exercised any of those shares.

The warrants could end up giving Vulcan more equity in HSA,
but they also widen the service's distribution among Charter systems.

As part of the deal, though, Vulcan -- which owns 54
percent of HAS -- will have plenty to say about how the HSA service looks to Charter

According to the prospectus, Vulcan can require HSA to
provide its content -- including start-up pages, electronic program guides and even the
order of programming placed on those guides -- on its systems, and it can prohibit HSA
from carrying any other company's content or services.

Vulcan also stipulated that its start-up page will be the
first page that a subscriber sees when he or she signs on to the service. And it insisted
that customers will not be allowed to bypass the Vulcan start-up page without the
expressed written consent of the company.

Vulcan has several investments in the content industry,
ranging from small Internet start-ups to DreamWorks SKG, the entertainment powerhouse
headed by Steven Spielberg, Jeffrey Katzenberg and David Geffen.

HSA declined to comment on the Vulcan arrangement, citing a
"quiet period" preceding the IPO.

No date has been set for the IPO yet, nor has HSA released
the number of shares that it plans to offer to the public.

HSA was formed in April 1998 as the result of the merger
between HSAnet, a Littleton, Colo.-based Internet-service provider, and, a
Louisville, Ky.-based provider of high-speed cable-modem service. The company targets
so-called exurban markets, or those that pass fewer than 100,000 homes.

HSA had 1998 revenue of about $300,000 and a net loss of
$10 million. The company has around 5,000 customers -- including 2,800 cable-modem users
-- in 14 markets in 11 states.