================================================================================
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): JULY 31, 2003
CHARTER COMMUNICATIONS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
--------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
------------------------ ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification Number)
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)
================================================================================
ITEM 7. EXHIBITS.
The following exhibit is not filed but furnished pursuant to Item 12:
Exhibit
Number Description
------- -----------------------------------------
99.1 99.1 Press release dated July 31, 2003. *
* furnished herewith
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 31, 2003, Charter Communications, Inc. issued a press release announcing
its results for the second quarter ended June 30, 2003. The following
information, including the entirety of the press release appearing in Exhibit
99.1 hereto, is not filed but is furnished pursuant to Item 12, "Results of
Operations and Financial Condition."
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This Report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), regarding, among other things, our plans, strategies and prospects, both
business and financial. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that we will achieve or realize these plans,
intentions or expectations. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Many of the forward-looking statements
contained in this Report may be identified by the use of forward-looking words
such as "believe," "expect," "anticipate," "should," "planned," "will," "may,"
"intend," "estimated" and "potential," among others. Important factors that
could cause actual results to differ materially from the forward-looking
statements we make in this Report are set forth in this Report and in other
reports or documents that we file from time to time with the United States
Securities and Exchange Commission, or the "SEC", and include, but are not
limited to:
o our ability to sustain and grow revenues and cash flows from
operating activities by offering video and data services and to
maintain a stable customer base, particularly in the face of
increasingly aggressive competition from other service providers;
o our and our subsidiaries' ability to comply with all covenants in
our indentures and their credit facilities and indentures, any
violation of which would result in a violation of the applicable
facility or indenture and could trigger a default of other
obligations under cross default provisions;
o our and our subsidiary's ability to refinance the debt as it
becomes due, commencing in 2005;
o availability of funds to meet interest payment obligations under
our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities,
further borrowings or other sources;
o any adverse consequences arising out of our and our subsidiaries'
prior restatement of the financial statements;
o the results of the pending grand jury investigation by the United
States Attorney's Office for the Eastern District of Missouri, the
pending SEC Division of Enforcement investigation and the putative
class action and derivative shareholders litigation against us;
o our ability to achieve free cash flow;
o our ability to obtain programming at reasonable prices or pass
cost increases on to our customers;
o general business conditions, economic uncertainty or slowdown; and
o the effects of governmental regulation, including but not limited
to local franchise taxing authorities, on our business.
All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We undertake no duty or obligation to update any of the forward-looking
statements after the date of this Report.
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: July 31, 2003
By: /s/ Steven A. Schumm
--------------------
Name: Steven A. Schumm
Title: Executive Vice President and Chief
Administrative Officer and Interim Chief
Financial Officer (Principal Financial
Officer)
EXHIBIT INDEX
Exhibit
Number Description
------- ----------------------------------------------------------
99.1 99.1 Press release dated July 31, 2003 (furnished pursuant
to Item 12).