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
25, 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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|
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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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x
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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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| o |
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.
Charter
Communications, Inc. announced the results to date of the offers
by its indirect
subsidiaries, CCH II, LLC (“CCH II”) and CCH I, LLC (“CCH I”) to issue new
10.25% Senior Notes due 2013 of CCH II (the “CCH II Notes”) and 11.00% Senior
Secured Notes due 2015 of CCH I (the “CCH I Notes” and, collectively with the
CCH II Notes, the “New Notes”) in exchange for up to any and all of each series
of the outstanding notes of Charter Communications Holdings, LLC
with maturities
in 2009 and 2010 (the “2009-2010 Notes”) and in 2011 and 2012 (the “2011-2012
Notes” and, collectively with the 2009-2010 Notes, the “Old
Notes”).
As
of
5:00 PM, Eastern Time, on Thursday, August 24, 2006, approximately
$483.1
million in aggregate principal amount of Old Notes had been validly
tendered,
consisting of approximately $183.1 million aggregate principal
amount of the
2009-2010 Notes and approximately $300.0 million aggregate principal
amount of
2011-2012 Notes.
Based
upon the tenders to date and subject to consummation of the offers,
$200.0
million aggregate principal amount of CCH II Notes and approximately
$212.0
million aggregate principal amount of CCH I Notes would be issued.
Approximately
$593.2 million aggregate principal amount of 2009-2010 Notes and
approximately
$583.4 million aggregate principal amount of 2011-2012 Notes would
remain
outstanding.
The
press
release announcing the above results is attached hereto as Exhibit
99.1.
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 25,
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 25, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General Counsel and
Secretary
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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 25,
2006.*
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*
filed
herewith