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SECURITIES AND EXCHANGE COMMISSION
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 18, 2005
| 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) | ||
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b) )
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.14d-2 (b) )
| Item 7.01. Regulation FD Disclosure. | ||||||||
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release | ||||||||
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Item 7.01. Regulation FD Disclosure.
Charter Communications, Inc. (“Charter”) today announced that the Securities and Exchange Commission has declared effective Charter’s registration statement on Form S-1 covering the sale of up to 150 million shares of its Class A common stock, which it intends to loan to Citigroup Global Markets Limited (“Citigroup”) pursuant to a share lending agreement for sale in a public offering by Citigroup or its affiliates. The shares of the Class A common stock are being offered on a “best efforts” basis. This offering of Charter’s Class A common stock is being conducted to facilitate transactions by which investors in Charter’s 5.875% convertible senior notes due 2009 issued on November 22, 2004 will hedge their investments in the convertible senior notes. A press release announcing the registration of the class A common stock going effective is attached hereto as Exhibit 99.1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated July 18, 2005.* |
• filed herewith
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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 |
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| Dated: July 18, 2005 | ||||
| By: | /s/ Paul E. Martin | |||
| Name: | Paul E. Martin | |||
| Title: | Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller (Principal Financial Officer and Principal Accounting Officer) |
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