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
17, 2005
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)
|
(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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August
17, 2005, indirect subsidiaries of Charter Communications, Inc., CCO
Holdings,
LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (with CCO Holdings, the
“Issuers”), entered into a Supplemental Indenture with Wells Fargo Bank, N.A.,
as trustee (the “Trustee”), which supplements the Indenture dated November 10,
2003 by and between the Issuers and the Trustee. Under the Supplemental
Indenture, the Issuers issued $300 million principal amount of 8.75%
senior
notes due 2013 (the “Notes”).
The
Notes
have terms substantially identical to the Issuers previously issued
8.75% senior
notes due 2013 that were originally issued under the Indenture in November
2003,
except that the Notes will be subject to certain transfer restrictions
until
consummation of an exchange offer pursuant to the Exchange and Registration
Rights Agreement described below. Accordingly, the Notes bear interest
at 8.75%
per annum, payable on May 15 and November 15 of each year, will mature
on
November 15, 2013 and are redeemable at the Issuers' option on or after
November
15, 2008 at various redemption prices beginning at 104.375% in 2008
and
declining to par in 2011. In addition, prior to November 15, 2006,
the Issuers
may redeem up to 35% of the Notes from the proceeds of certain equity
offerings
at a specified redemption price.
The
Notes
are unsecured and will rank equally with all of the existing and future
senior
unsecured debt of the Issuers and senior to all existing and future
subordinated
debt of the Issuers.
Upon
a
change of control, subject to certain conditions and restrictions,
the Issuers
may be required to offer to purchase all of the Notes at a purchase
price of
101% of their principal amount plus accrued and unpaid interest, if
any, to the
date of the purchase.
On
August
17, 2005, the Issuers also entered into an Exchange and Registration
Rights
Agreement with J.P. Morgan Securities Inc., Credit Suisse First Boston
LLC, and
Banc of America Securities LLC, as representatives of several purchasers
of the
Notes (the “Registration Rights Agreement”). Pursuant to the Registration Rights
Agreement, the Issuers have agreed to file with the Securities Exchange
Commission within ninety (90) days of the date of issuance of the Notes
a
registration statement with respect to a registered offer to exchange
the Notes
for registered notes with terms identical in all material respect to
the Notes.
In addition, the Issuers have agreed to use reasonable best efforts
to cause the
exchange offer registration statement to become effective within 210
days after
the date of issuance and to cause the exchange offer to be consummated
within 30
business days after the effective date of the exchange offer registration
statement (or longer, if required by the federal securities laws).
The Issuers
have also agreed to file a shelf registration statement for the resale
of the
Notes if the Issuers cannot effect an exchange offer within the specified
time
period and in certain other circumstances. If the Issuers fail to comply
with
certain obligations under the Registration Rights Agreement, the Issuers
will be
required to pay special interest to holders of Notes.
The
Notes
were sold 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 Notes
have not been registered under the Securities Act of 1933, as amended
(the
“Securities Act”), and, unless so registered, may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to,
the
registration requirements of the Securities Act and applicable state
securities
laws.
Copies
of the Supplemental Indenture and Registration Rights Agreement are
being
filed with this report as Exhibit 10.1 and 10.2.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OR A REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by
reference to
this Item 2.03.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item
1.01:
|
Exhibit
Number
|
Description
|
|
| 10.1 |
Supplemental
Indenture dated August 17, 2005. (Incorporated by reference
to Exhibit
10.1 to the current report on Form 8-K of CCO Holdings, LLC
and CCO
Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593).
|
|
| 10.2 | Registration Rights Agreement dated August 17, 2005. (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593). |
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 23, 2005
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President of Financial Reporting and
Analysis
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EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
| 10.1 |
Supplemental
Indenture dated August 17, 2005. (Incorporated by reference
to Exhibit
10.1 to the current report on Form 8-K of CCO Holdings, LLC
and CCO
Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593).
|
|
| 10.2 | Registration Rights Agreement dated August 17, 2005. (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of CCO Holdings, LLC and CCO Holdings Capital Corp. filed on August 23, 2005 (File No. 333-112593). |