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): May 29, 2008
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
8.01 OTHER EVENTS.
On May
29, 2008, Charter Communications, Inc. (the "Company") announced that
its indirect subsidiaries, CCH II, LLC and CCH II Capital Corp. (collectively
“CCH II”) were commencing a private exchange offer (the “Offer”) to exchange up
to $500 million principal amount (subject to increase) of CCH II’s existing
10.25% Senior Notes due 2010 (the “Old Notes”) for additional 10.25%
Senior Notes due 2013 of CCH II (the “New Notes). The New Notes will
be unconditionally guaranteed by Charter Communications Holdings,
LLC. The purpose of the Offer is to improve the Company’s financial
flexibility by extending debt maturities.
The Offer
is being conducted as a modified “Dutch auction,” pursuant to which holders of
the Old Notes will have the opportunity to specify an exchange ratio at which
they would be willing to exchange Old Notes for New Notes. The New Notes will be
offered to qualified institutional buyers in reliance on Rule 144A and outside
the United States to non-U.S. persons in reliance on Regulation S.
The press
release announcing the Offer is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated May 29, 2008. *
|
* 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: June
3, 2008
|
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
| 99.1 |
Press
Release dated May 29, 2008. *
|
* filed
herewith