SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d
(Amendment No.)*
Charter Communications, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
16117M107
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(CUSIP Number)
November 17, 2004
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(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
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).
(Continued on the Following Pages)
(Page 1 of 11 Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
23,895,616
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
23,895,616
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Global Equities Master Fund Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
23,895,616
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
23,895,616
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
23,895,616
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
23,895,616
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
23,895,616
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
23,895,616
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See 6 and 8 above.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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). Name of Persons Filing:
Item 2(b). Address of Principal Business Office or, if None, Residence:
Item 2(c). Citizenship:
Amaranth LLC
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Cayman Islands company
Amaranth Global Equities Master Fund Limited
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Cayman Islands company
Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
Delaware limited liability company
Nicholas M. Maounis
c/o Amaranth Advisors L.L.C.
One American Lane
Greenwich, Connecticut 06831
U.S. Citizen
Amaranth Advisors L.L.C. is the trading advisor for each of Amaranth LLC
("Amaranth") and Amaranth Global Equities Master Fund Limited ("Global") and has
been granted investment discretion over portfolio investments, including the
Common Stock (as defined below), held by each of them. Maounis is the managing
member of Amaranth Advisors L.L.C. and may, by virtue of his position as
managing member, be deemed to have power to direct the vote and disposition of
the Common Stock held for each of Amaranth and Global.
Item 2(d). Title of Class of Securities
Class A Common Stock, $.001 Par Value ("Common Stock")
Item 2(e). CUSIP Number: 16117M107
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 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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 23,895,616 shares of the
Issuer's Class A Common Stock, which are comprised of 1,953,469 shares
of Class A Common Stock and the Issuer's 5.875% debentures due
November 16, 2009 which are convertible into an aggregate of
21,942,147 shares of Class A Common Stock.
(b) Percent of class:
7.3%
c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a).
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 Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ]. Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Shareholders of Amaranth and Global indirectly participate in the
receipt of dividends from, and proceeds from the sale of, the Common
Stock held for the account of Amaranth and Global.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2 in lieu of an Exhibit.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: November 29, 2004
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AMARANTH LLC,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
AMARANTH GLOBAL EQUITIES MASTER FUND LIMITED,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
AMARANTH ADVISORS L.L.C.,
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
NICHOLAS M. MAOUNIS
/s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by each
of the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Dated: November 29, 2004
-------------------------
AMARANTH LLC,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
AMARANTH GLOBAL EQUITIES MASTER FUND LIMITED,
by Amaranth Advisors L.L.C., as Trading Advisor
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
AMARANTH ADVISORS L.L.C.,
By: /s/Nicholas M. Maounis
---------------------------------------
Nicholas M. Maounis,
Managing Member
NICHOLAS M. MAOUNIS
/s/Nicholas M. Maounis
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Nicholas M. Maounis