SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
11, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August
11, 2005, CCO Holdings, LLC and CCO Holdings Capital Corp. (together,
the
Issuers), indirect subsidiaries of Charter Communications, Inc., entered
into a
purchase agreement (the Agreement) with J. P. Morgan Securities Inc.,
Credit
Suisse First Boston LLC and Banc of America Securities LLC as representatives
of
several purchasers. In the Agreement, the Issuers agreed to issue
and
sell, in a private transaction under Rule 144A, $300 million in principal
amount
of 8 ¾% Senior Notes due 2013 (the Notes). In the Agreement, the Issuers
agreed to issue the Notes with the benefit of an Exchange and Registration
Rights Agreement and under an Indenture, each with terms substantially
similar
to the terms of the Issuers' existing 8.75% senior notes. In
that regard,
the Notes will bear interest at 8.75% per annum, payable on May 15 and
November
15 of each year, will mature on November 15, 2013 and are redeemable
at the
Issuers' option on or after November 15, 2008 at various redemption prices
beginning at 104.375% in 2008 and declining to par in 2011. The
purchase
of the Notes closed on August 17, 2005. The purchase price of
the Notes
was approximately 98.001% of the principal amount plus accrued interest
from May
15, 2005.
The
Issuers intend to use the foregoing net proceeds for general corporate purposes,
including potential
payment of dividends or distributions to its parent companies to pay their
interest expense.
A
copy of
the purchase agreement is being filed with this report as Exhibit
10.1.
Copies
of
the press releases announcing the sale and the pricing are being filed with
this
report as Exhibits 99.1 and 99.2.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by reference
to
this Item 2.03.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item
1.01:
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Exhibit
Number
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Description
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| 10.1 |
Purchase
agreement dated August 11, 2005. (Incorporated by reference to Exhibit
10.1 to the current report on Form 8-K of CCO Holdings, LLC and CCO
Holdings Capital Corp. filed on August 17, 2005 (File No. 333-112593).
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| 99.1 | Press release dated August 11, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 17, 2005 (File No. 333-112593). | |
| 99.2 |
Press
release dated August 11, 2005. (Incorporated by reference to
Exhibit 99.2 to the current report on Form 8-K of CCO Holdings,
LLC
and CCO Holdings Capital Corp. filed on August 17, 2005 (File No.
333-112593).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
August 17, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
Purchase
agreement dated August 11, 2005. (Incorporated by reference to
Exhibit
10.1 to the current report on Form 8-K of CCO Holdings, LLC and
CCO
Holdings Capital Corp. filed on August 17, 2005 (File No. 333-112593).
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| 99.1 | Press release dated August 11, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 17, 2005 (File No. 333-112593). | |
| 99.2 |
Press
release dated August 11, 2005. (Incorporated by reference to
Exhibit 99.2 to the current report on Form 8-K of CCO Holdings,
LLC
and CCO Holdings Capital Corp. filed on August 17, 2005 (File No.
333-112593).
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