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, 2006
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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o
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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
8.01 OTHER EVENTS.
On
August
11, 2006, Charter Communications, Inc. ("Charter"), and its indirect
subsidiary
CCH II, LLC ("CCH II") filed a registration statement on Form S-4
with the
Securities and Exchange Commission relating to a proposed exchange
offer whereby
holders of Charter’s outstanding 5.875 % senior convertible notes due 2009 (the
‘‘Charter convertible notes’’) will be offered the right to exchange up to $450
million of such notes for up to $188 million in cash, up to 45 million
shares of
Charter's Class A Common Stock, par value $0.001, and up to $146
million
aggregate principal amount of CCH II’s Senior Notes due 2010, in each case
subject to certain rights to amend or otherwise modify these offers
as set forth
in the related exchange offer prospectus and any supplements thereto
(the
‘‘Charter exchange offer’’). The Charter exchange offer is being made by CCHC,
LLC and CCH II. The Charter exchange offer will expire at 11:59 p.m.,
ET, on
September 8, 2006, unless extended or earlier terminated. The press
release
announcing the transaction is filed as Exhibit 99.1 attached
hereto.
In
relation to the Charter exchange offer, certain risk factors for
Charter and its
subsidiaries were updated. See the Form S-4 filed by Charter and
CCH II,
registration no. 333-136508.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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99.1
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Press
Release dated as of August 11, 2006.
*
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* filed
herewith
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 16, 2006
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release dated as of August 11, 2006.
*
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