As
filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-121561
PROSPECTUS
SUPPLEMENT NO. 8
DATED
JANUARY 30, 2005
Charter
Communications, Inc.
This
document
supplements the Prospectus, dated July 19, 2005, Prospectus Supplement No.
1,
dated August 9, 2005, Prospectus Supplement No. 2, dated August 30, 2005,
Prospectus Supplement No. 3, dated September 15, 2005, Prospectus Supplement
No.
4, dated September 23, 2005, Prospectus Supplement No. 5, dated October 18,
2005, Prospectus Supplement No. 6, dated November 10, 2005 and Prospectus
Supplement No. 7 dated December 14, 2005 (collectively, the "Prospectus"),
relating to the resale by certain holders of up to $862,500,000 aggregate
principal amount of Charter Communications, Inc.’s 5.875% convertible senior
notes due 2009 (the "Notes") and shares of common stock issuable upon conversion
thereof.
This
Prospectus Supplement relates to the resale by the holders of the Notes.
The
Prospectus is hereby amended by the information contained in the attached
Current Reports on Form 8-K filed on January 6, 2006, January 10, 2006, January
24, 2006 and January 27, 2006. In addition, the information appearing in the
Selling Securityholder table included in this Prospectus Supplement, as of
the
date hereof, supersedes the information in the table appearing under the heading
"Selling Securityholders" in the Prospectus.
If
the
information in this Prospectus Supplement is inconsistent with any information
contained in the Prospectus or in the reports, proxy statements or other
documents previously filed with the Securities and Exchange Commission
(collectively, the "SEC Reports") incorporated by reference in the Prospectus
or
delivered in connection therewith, the Prospectus and/or any SEC Report, as
applicable, shall be deemed superseded by this Supplement.
In
all other
ways, the Prospectus shall remain unchanged.
This
Prospectus Supplement should be read in conjunction with, and may not be
delivered or utilized without, the Prospectus.
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): December 31,
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:
|
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
January 17, 2005, Charter Communications, Inc. ("Charter"), entered into
an
agreement with Robert P. May, under which Mr. May served as Charter's
Interim
President and Chief Executive Officer. This agreement was terminated
effective
December 31, 2005. Pursuant to that agreement, Mr. May was eligible for
a bonus
payment upon termination of the agreement. On January 5, 2006, Charter
paid him
a bonus of $750,000, with the possibility that such bonus would be increased
by
an additional percentage. The additional percentage, if any, would be
equal to
any percent increase in bonus paid to Charter executives under the 2005
Executive Bonus Plan as a result of an adjustment by the Charter Board
of
Directors to a certain bonus parameter for all
executives.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT.
See
description set forth in Item 1.01 above.
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): January
9, 2006
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
January 9, 2006, Charter Communications, Inc. ("Charter") entered into
a
retention agreement with Paul E. Martin, its Senior Vice President, Interim
Chief Financial Officer, Principal Accounting Officer and Corporate Controller,
in which Mr. Martin agreed to remain as interim Chief Financial Officer
until at
least March 31, 2006 or such time as Charter reassigns or terminates his
employment, whichever occurs first ("Termination Date"). On the Termination
Date, Charter will pay Mr. Martin a special retention bonus in a lump sum
of
$116,200. This special retention bonus is in addition to any amounts due
to Mr.
Martin under the 2005 Executive Bonus Plan and to any other severance amounts,
set forth below. Mr. Martin will not participate in any executive incentive
or
bonus plan for 2006 unless otherwise agreed to by the parties.
In
addition, pursuant to this agreement, Charter will treat (a) any termination
of
Mr. Martin's employment by Charter without Cause, and other than due to
Death or
Disability, as such terms are defined in his previously-executed Employment
Agreement, after January 1, 2006, and (b) any termination by Mr. Martin
of his
employment for any reason after April 1, 2006 (including voluntary resignation),
as if his employment terminated without Cause and Charter will pay as severance
to Mr. Martin an amount calculated pursuant to his Employment Agreement
on the
basis of his base salary as Controller and without regard to any additional
compensation he had been receiving as interim Chief Financial Officer.
He will
also receive three months of outplacement assistance at a level and from
a
provider selected by Charter in its sole discretion. Please see the full
text of
Mr. Martin's retention agreement which was previously filed as Exhibit
99.1
to Charter's Current Report on Form 8-K filed on January 6, 2006.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Retention
Agreement of Paul E. Martin (Exhibit 99.1 is not included
in this
Prospectus
Supplement).
|
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): January
24, 2006
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
7.01. REGULATION FD DISCLOSURE.
The
following information is being provided solely to comply with Regulation
FD
because Charter Communications, Inc. ("Charter") through its subsidiary
CCH II,
LLC expects to be providing this information to certain potential investors
as
part of a private placement in the near future.
Because
the fourth quarter has only recently ended, the information that follows
is, by
necessity, preliminary in nature and based only upon preliminary information
available to Charter as of the date of this offering memorandum. Investors
should exercise caution in relying on the information contained herein
and
should not draw any inferences from this information regarding financial
or
operating data that is not discussed herein.
In
addition, certain customer and financial information is presented on
a pro forma
basis, adjusted for (i) the divestiture of geographically non-strategic
systems
in July 2005 as if these dispositions had occurred on January 1, 2004,
and (ii)
the removal of $6 million of credits issued to customers affected by
hurricanes
Katrina and Rita. The divested systems served a total of approximately
26,800
analog video customers, 12,000 digital video customers and 600 high-
speed
Internet customers as of their respective dates of disposition. The unaudited
pro forma information that follows has been presented for comparative
purposes
and is not intended to provide any indication of what actual consolidated
results of operations or customers would have been had these dispositions
been
completed as of the date assumed.
In
the
fourth quarter of 2005, Charter increased its targeted marketing efforts
and
related expenditures that began in the third quarter of 2005. The long-term
objective of these efforts is to increase its revenues through deeper
market
penetration of all of its services. We believe these efforts have been
effective
as reflected in the following preliminary customer results:
| · |
fourth
quarter 2005 net losses of analog video customers are approximately
21,800
compared to a pro forma net loss of approximately 82,600 in
the fourth
quarter of 2004;
|
| · |
fourth
quarter 2005 net gains of digital video customers are approximately
47,200
compared to a pro forma net loss of approximately 14,400 in
the fourth
quarter of 2004;
|
| · |
fourth
quarter 2005 net gains of high-speed Internet customers are
approximately
76,400 compared to a pro forma net gain of approximately 64,500
in the
fourth quarter of 2004; and
|
| · |
fourth
quarter 2005 net gains of telephone customers are approximately
31,600
compared to a net gain of approximately 5,200 in the fourth
quarter of
2004.
|
Charter
currently expects actual revenue for the fourth quarter of $1.335 billion
to
$1.345 billion, which is approximately a 4.6% to 5.4% increase compared
to
actual fourth quarter of 2004. On a pro forma basis, fourth quarter
revenue is
expected of $1.340 billion to $1.350 billion, which is approximately
a 5.5% to
6.2% increase compared to pro forma fourth quarter of 2004. Charter
currently
expects actual adjusted EBITDA for the fourth quarter of $485 million
to $495
million, which is approximately a 3.3% to 5.3% decrease compared to
actual
fourth quarter of 2004. On a pro forma basis, fourth quarter adjusted
EBITDA is
expected to be $490 million to $500 million, which is approximately
2.0% to 3.7%
decrease compared to pro forma fourth quarter of 2004. The decline
in adjusted
EBITDA is reflecting in large part the increased marketing expense
and costs
associated with the increases in customers noted above. Adjusted EBITDA
is a
non-GAAP term; see the "Use of Non-GAAP Financial Metrics" section
below for a
definition of this term and additional information.
Capital expenditures for the fourth quarter of 2005 are currently expected to be approximately $270 million to $280 million, which is lower than fourth quarter of 2004 capital expenditures of $285 million and similar to the third quarter 2005 capital expenditures of $273 million. Capital expenditures for the full year, 2005, are expected to have been approximately $1.1 billion, which includes approximately $40 million to $45 million of rebuilding capital expenditures related to hurricanes Katrina and Rita.
As
of
December 31, 2005, our consolidated total long-term debt is expected
to be
approximately $10.6 billion. Pro forma for the issuance of the Notes
offered
hereby and the application of proceeds therefrom (see ‘‘Use of proceeds’’), as
of December 31, 2005, total potential borrowing availability under our
credit
facilities and bridge loan is expected to be approximately $1.4 billion,
none of
which is expected to be limited because of covenant restrictions calculated
as
of that date.
Information
regarding certain financial performance measures not discussed herein,
including
net cash flows from operating activities and EBITDA, is not provided
on the date
hereof because the fourth quarter has only recently ended and reliable
estimates
of certain items used in the calculations of such measures are not yet
available.
Use
of Non-GAAP Financial Metrics
Charter
uses certain measures that are not defined by GAAP (Generally Accepted
Accounting Principles) to evaluate various aspects of its business. Adjusted
EBITDA is a non-GAAP financial measure and should be considered in addition
to,
not as a substitute for, net cash flows from operating activities reported
in
accordance with GAAP. These terms as defined by Charter may not be comparable
to
similarly titled measures used by other companies.
Adjusted
EBITDA is defined as income from operations before special charges, non-cash
depreciation and amortization, gain/loss on sale or retirement of assets,
asset
or franchise impairment charges, option compensation expense and hurricane
asset
retirement loss. As such, it eliminates the significant non-cash depreciation
and amortization expense that results from the capital-intensive nature
of the
Charter’s businesses and intangible assets recognized in business combinations
as well as other non-cash or non-recurring items, and is unaffected by
the
Charter’s capital structure or investment activities. Adjusted EBITDA is a
liquidity measure used by Charter’s management and the Board of Directors to
measure the Charter’s ability to fund operations and its financing obligations.
For this reason, it is a significant component of Charter’s annual incentive
compensation program. However, this measure is limited in that it does
not
reflect the periodic costs of certain capitalized tangible and intangible
assets
used in generating revenues and the cash cost of financing for the Charter.
Charter’s management evaluates these costs through other financial
measures.
Charter
believes that adjusted EBITDA provides information useful to investors
in
assessing Charter’s ability to service its debt, fund operations, and make
additional investments with internally generated funds. In addition,
adjusted
EBITDA generally correlates to the leverage ratio calculation under its
credit
facilities or outstanding notes to determine compliance with the covenants
contained in the facilities and notes (all such documents have been previously
filed with the United States Securities and Exchange Commission).
Certain
Definitions Relating to Customer Statistics
Terms
used in this Item 7.01 shall have the following meanings:
"Customers"
include all persons our corporate billing records show as receiving service
(regardless of their payment status), except for complimentary accounts
(such as
our employees). In addition, ''customers'' include persons whose accounts
were
over 60, 90 and 120 days past due in payment. We currently believe that
the
number of customers whose accounts were over 60 days past due in payment
have
increased approximately 6% from the third quarter of 2005 and that the
number of
customers whose accounts were over 90 and 120 days past due in payment
have
decreased approximately 3% and 10%, respectively from the third quarter
of
2005.
"Analog
video customers'' include all customers who receive video services (including
those who also purchase high-speed Internet and telephone services) but
exclude
customers who receive high-speed Internet service only or telephone service
only
and who are only counted as high-speed Internet customers or telephone
customers.
Included
within video customers are those in commercial and multi-dwelling structures,
which are calculated on an equivalent bulk unit ("EBU'') basis. EBU is
calculated for a system by dividing the bulk price charged to accounts
in an
area by the most prevalent price charged to non-bulk residential customers
in
that market for the comparable tier of service. The EBU method of estimating
analog video customers is consistent with the methodology used in determining
costs paid to programmers and has been consistently applied year over
year. As
we increase our effective analog prices to residential customers without
a
corresponding increase in the prices charged to commercial service or
multi-dwelling customers, our EBU count will decline even if there is
no real
loss in commercial service or multi-dwelling customers.
"Digital
video customers'' include all households that have one or more digital
set-top
terminals.
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. The Company will not undertake to revise forward-looking
projections to reflect events after this date. 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 release 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 release are
set forth
in reports or documents that we file from time to time with the SEC,
and
include, but are not limited to:
|
|
·
|
the
availability, in general, 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 and, in particular, our ability
to be able to
provide under applicable debt instruments such funds (by dividend,
investment or otherwise) to the applicable obligor of such
debt;
|
|
|
·
|
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone
and other
services and to maintain and grow a stable customer base, particularly
in
the face of increasingly aggressive competition from other
service
providers;
|
|
|
·
|
our
ability to comply with all covenants in our indentures, the
Bridge Loan
and credit facilities, 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;
|
|
|
·
|
our
ability to pay or refinance debt prior to or when it becomes
due and/or to
take advantage of market opportunities and market windows to
refinance
that debt in the capital markets through new issuances, exchange
offers or
otherwise, including restructuring our balance sheet and leverage
position;
|
|
|
·
|
our
ability to obtain programming at reasonable prices or to pass
programming
cost increases on to our customers;
|
|
|
·
|
general
business conditions, economic uncertainty or slowdown;
and
|
|
|
·
|
the
effects of governmental regulation, including but not limited
to local
franchise authorities, on our business.
|
All
forward-looking statements attributable to us or any person acting on
our behalf
are expressly qualified in their entirety by this cautionary statement.
We are
under no duty or obligation to update any of the forward-looking statements
after the date of this release.
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): January
23, 2006
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) Charter
Communications, Inc. ("Charter") has entered into an agreement setting
forth the
terms under which Mr. Jeffrey T. Fisher will serve as Executive Vice
President
and Chief Financial Officer of Charter. See Item 5.02 below for additional
information. A
copy of
Mr. Fisher's employment agreement and press release announcing his employment
were previously filed with Charter's Current Report on Form 8-K
filed on
January 27, 2006 as Exhibits 10.1 and 99.1, respectively.
(b) On
January
26, 2006, CCO Holdings, LLC and CCO Holdings Capital Corp., indirect
subsidiaries of Charter, entered into a Waiver and Amendment agreement
with
JPMorgan Chase Bank, N.A. as Administrative Agent for J.P. Morgan Securities
Inc., Credit Suisse, Cayman Islands Branch and Deutsche Bank Securities
Inc. The
parties agreed to amend the Senior Bridge Loan Agreement dated as of
October 17,
2005 in order to permit CCO Holdings, LLC's parent company, CCH II,
LLC, to
issue a minimum of $400 million in senior notes the proceeds of which
would be
used to repay, but not permanently reduce, outstanding amounts due
under the
Amended and Restated Credit Agreement dated as of March 18, 1999 between
Charter
Communications Operating LLC and JPMorgan Chase Bank, N.A. as administrative
agent. The availability amount of $600 million under the Senior Bridge
Loan
Agreement will only be reduced by proceeds from the note offering which
are in
excess of $275 million (assuming $450 million of proceeds, $425 million
would
remain available under the bridge loan).
A
copy of
the Waiver and Amendment were previously filed with Charter's Current
Report on
Form 8-K filed on January 27, 2006 as Exhbit 10.2.
(c) On
January
26, 2006, CCH II, LLC and CCH II Capital Corp. (together, the Issuers),
indirect
subsidiaries of Charter, entered into a purchase agreement (the "Agreement")
with J. P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC
and
Deutsche Bank Securities Inc. as representatives of several purchasers.
In
the Agreement, the Issuers agreed to issue and sell, in a private transaction
under Rule 144A and Regulation S, $450 million in principal amount of
10.25%
Senior Notes due 2010 (the "Notes"). In the Agreement, the Issuers
agreed
to issue the Notes with the benefit of a Registration Rights Agreement
and under
a Supplemental Indenture, each with terms substantially similar to the
terms of
the Issuers' existing 10.25% senior notes. The Notes will bear
interest at
10.25% per annum, payable on March 15 and September 15 of each year,
will mature
on September 15, 2010 and are redeemable at the Issuers' option on or
after
September 15, 2008 at various redemption prices beginning at 105.25%
in
September 2008 and declining to par in September 2009. In addition,
from
the proceeds of certain equity offerings, we may redeem up to 35% of
the Notes
at 110.25% of their principal amount.
The
Issuers intend to use the foregoing net proceeds to repay, but not
permanently
reduce, the outstanding debt balances under the existing revolving
credit
facility of a subsidiary of Charter.
A
copy of
the purchase agreement was oreviously filed with Charter's Current
Report on
Form 8-K filed on January 27, 2006 as Exhibit 10.3.
Copies
of
the press releases announcing the sale and the pricing were previously
filed
with Charter's Current Report on Form 8-K filed on January 27, 2006 as
Exhibits
99.2 and 99.3.
ITEM
2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
The
information in Item 1.01 (b) and (c) of this Form 8-K is hereby
incorporated by reference to this Item 2.03.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Jeffrey
T. Fisher, 43, has been appointed to the position of Executive Vice President
and Chief Financial Officer, effective February 6, 2006. Prior to joining
Charter, Mr. Fisher was employed by Delta Airlines, Inc. from 1998 to
2006 in a
number of positions including Senior Vice President - Restructuring from
September 2005 until January 2006, President and General Manager of Delta
Connection, Inc. from January to September 2005, Chief Financial Officer
of
Delta Connection from 2001 until January 2005, Vice President of Finance,
Marketing and Sales Controller of Delta Airlines in 2001 and Vice President
of
Financial Planning and Analysis of Delta Airlines from 2000 to 2001.
Delta
Airlines filed a petition under Chapter 11 of the Bankruptcy Code on
September
14, 2005. Mr. Fisher received a BBM degree from Embry Riddle University
and a
MBA in International Finance from University of Texas in Arlington,
Texas.
Charter
and Mr. Fisher entered into an employement agreement, dated as of January
20,
2006 (the "Employment Agreement"), whereby Mr. Fisher will serve in an
executive
capacity as its Executive Vice President at a salary of $500,000, to
perform
such executive, managerial and administrative duties as are assigned
or
delegated by President and/ or Chief Executive Officer, including but
not
limited to serving as Chief Financial Officer. The term of the Employment
Agreement is two years from the effective date. Under the Employment
Agreement,
Mr. Fisher will receive a signing bonus of $100,000 and he shall be eligible
to
receive a performance-based target bonus of up to 70% of salary and to
participate in the Long Term Incentive Plan and to receive such other
employee
benefits as are available to other senior executives. Mr. Fisher will
participate in the 2005 Executive Cash Award Plan commencing in 2006
and, in
addition, Charter will provide the same additional benefit to Mr. Fisher
that he
would have been entitled to receive under the Cash Award Plan if he had
participated in the Plan at the time of the inception of the Plan in
2005. He
will also receive a grant of 50,000 restricted shares of Charter's Class
A
common stock, vesting in equal installments over a three-year period
from
employment date; an award of options to purchase 1,000,000 shares of
Charter's
Class A common stock under terms of the stock incentive plan on the effective
date of the Employment Agreement; and in the first quarter of 2006, an
award of
additional options to purchase 145,800 shares of Charter's Class A common
stock
under the stock incentive plan. Those options shall vest in equal installments
over a four-year time period from the grant date. In addition, in the
first
quarter of 2006, he will receive 83,700 performance shares under the
stock
incentive plan and will be eligible to earn these shares over a three-year
performance cycle from January 2006 to December 2008.
Mr.
Fisher will receive relocation assistance pursuant to Charter's executive
homeowner relocation plan and the costs for temporary housing.
In the
event that Mr. Fisher is terminated by Charter without "cause'' or for
"good
reason,'' as those terms are defined in the employment agreement, Mr.
Fisher
will receive his salary for the remainder of the term of the agreement
or twelve
months' salary, whichever is greater; a pro rata bonus for the year of
termination; a lump sum payment equal to payments due under COBRA for
the
greater of twelve months or the number of full months remaining in the
term of
the agreement; and the vesting of options and restricted stock for as
long as
severance payments are made. The Employment Agreement contains a one-year
non-compete provision (or until the end of the term of the agreement,
if longer)
and a two-year non-solicitation clause.
The
full
text of the Employment Agreement was previously filed with Charter's
Current
Report on Form 8-K filed on January 27, 2006 as Exhibit 10.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01
and Item 5.02:
|
Exhibit
Number
|
Description
|
|
| 10.1 | Employment Agreement dated as of January 20, 2006 (Exhibit 10.1 is not included in this Prospectus Supplement). | |
| 10.2 | Waiver and Amendment Agreement dated January 26, 2006 (Exhibit 10.1 is not included in this Prospectus Supplement). | |
| 10.3 | Purchase Agreement dated January 26, 2006 (Exhibit 10.3 is not included in this Prospectus Supplement). | |
| 99.1 | Press Release dated as of January 23, 2006 (Exhibit 99.1 is not included in this Prospectus Supplement). | |
| 99.2 | Press Release dated as of January 24, 2006 (Exhibit 99.2 is not included in this Prospectus Supplement). | |
|
99.3
|
Press
Release dated as of January 26, 2006 (Exhibit 99.3 is
not included in
this Prospectus Supplement).
|
The
information appearing in the table below, as of the date hereof, supersedes
the
information in the table appearing under the heading "Selling Securityholders"
in the Prospectus:
|
|
|
|
|
|
|
Shares
of Class A
|
|
||||||
|
|
|
Convertible
Senior Notes
|
|
Common
Stock
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
Shares
of
|
|
|
|
||||
|
|
|
|
|
|
|
Class
A
|
|
|
|
||||
|
|
|
|
|
Principal
|
|
Common
|
|
|
|
||||
|
|
|
Amount
of
|
|
Amount
of
|
|
Stock
|
|
|
|
||||
|
|
|
Notes
Owned
|
|
Notes
That
|
|
Owned
|
|
Shares
That
|
|
||||
|
Selling
Securityholder
|
|
Before
Offering
|
|
May
Be Sold
|
|
Before
Offering
|
|
May
Be Sold
|
|||||
|
ADAR
Investment Fund LTD
|
$
|
22,145,000
|
$
|
22,145,000
|
9,150,825
|
9,150,825
|
|||||||
|
AG
Offshore Convertibles, Ltd.
|
$
|
30,500,000
|
$
|
30,500,000
|
12,603,304
|
12,603,304
|
|||||||
|
AHFP
Context
|
$
|
300,000
|
$
|
300,000
|
123,966
|
123,966
|
|||||||
|
Akanthos
Arbitrage Master Fund, LP
|
$
|
16,000,000
|
$
|
16,000,000
|
6,611,569
|
6,611,569
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund L.P.
|
$
|
2,590,000
|
$
|
2,590,000
|
1,070,247
|
1,070,247
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund II, L.P.
|
$
|
350,000
|
$
|
350,000
|
144,625
|
144,628
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund (Bermuda) Ltd.
|
$
|
7,670,000
|
$
|
7,670,000
|
3,169,421
|
3,169,421
|
|||||||
|
Argent
Opportunities Fund LLC
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Banc
of America Securities LLC (1)
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Basso
Fund Ltd.
|
$
|
2,392,000
|
$
|
2,392,000
|
988,429
|
988,429
|
|||||||
|
Basso
Holdings Ltd.
|
$
|
5,290,000
|
$
|
5,290,000
|
2,185,950
|
2,185,950
|
|||||||
|
Basso
Multi-Strategy Holding Fund Ltd.
|
$
|
11,290,000
|
$
|
11,290,000
|
4,665,288
|
4,665,288
|
|||||||
|
BBT
Fund, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Bear,
Stearns & Co., Inc. (1)
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Canyon
Balanced Equity Master Fund, Ltd.
|
$
|
375,000
|
$
|
375,000
|
154,958
|
154,958
|
|||||||
|
Canyon
Value Realization Fund L.P.
|
$
|
760,000
|
$
|
760,000
|
314,049
|
314,049
|
|||||||
|
Canyon
Value Realization MAC 18, Ltd.
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
CC
Convertible Arbitrage, Ltd.
|
$
|
4,950,000
|
$
|
4,950,000
|
2,045,454
|
2,045,454
|
|||||||
|
Citadel
Equity Fund Ltd.
|
$
|
10,000,000
|
$
|
10,000,000
|
4,132,231
|
4,132,231
|
|||||||
|
Citigroup
Global Markets, Inc.(1)
|
$
|
23,751,000
|
$
|
23,751,000
|
9,814,461
|
9,814,461
|
|||||||
|
Citigroup
Global Markets Ltd.(1)
|
$
|
141,387,000
|
$
|
141,387,000
|
58,424,374
|
58,424,374
|
|||||||
|
CNH
CA Master Account, L.P.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Concentrated
Alpha Partners, L.P.
|
$
|
1,050,000
|
$
|
1,050,000
|
433,884
|
433,884
|
|||||||
|
Context
Convertible Arbitrage Fund, LP
|
$
|
1,725,000
|
$
|
1,725,000
|
712,809
|
712,809
|
|||||||
|
Context
Convertible Arbitrage Offshore, Ltd.
|
$
|
5,400,000
|
$
|
5,400,000
|
2,231,404
|
2,231,404
|
|||||||
|
Corporate
High Yield III, Inc.
|
$
|
945,000
|
$
|
945,000
|
390,495
|
390,495
|
|||||||
|
Corporate
High Yield V, Inc.
|
$
|
1,555,000
|
$
|
1,555,000
|
642,561
|
642,561
|
|||||||
|
Corporate
High Yield VI, Inc.
|
$
|
1,625,000
|
$
|
1,625,000
|
671,487
|
671,487
|
|||||||
|
Corporate
High Yield Fund, Inc.
|
$
|
875,000
|
$
|
875,000
|
361,570
|
361,570
|
|||||||
|
Credit
Suisse First Boston Europe LTD (1)
|
$
|
25,000,000
|
$
|
25,000,000
|
10,330,577
|
10,330,577
|
|||||||
|
Credit
Suisse First Boston LLC (1)
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
CRT
Capital Group LLC
|
$
|
7,300,000
|
$
|
7,300,000
|
3,016,528
|
3,016,528
|
|||||||
|
CSS,
LLC
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
DBAG
London
|
$
|
13,600,000
|
$
|
13,600,000
|
5,619,834
|
5,619,834
|
|||||||
|
D.E.
Shaw Investment Group, L.L.C.
|
$
|
400,000
|
$
|
400,000
|
165,289
|
165,289
|
|||||||
|
D.E.
Shaw Valence Portfolios, L.L.C.
|
$
|
3,100,000
|
$
|
3,100,000
|
1,280,991
|
1,280,991
|
|||||||
|
Deephaven
Domestic Convertible Trading Ltd.
|
$
|
4,650,000
|
$
|
4,650,000
|
1,921,487
|
1,921,487
|
|||||||
|
Delaware
Delchester Fund
|
$
|
1,080,000
|
$
|
1,080,000
|
446,280
|
446,280
|
|||||||
|
Delaware
Diversified Income Fund
|
$
|
415,000
|
$
|
415,000
|
171,487
|
171,487
|
|||||||
|
Delaware
Dividend Income Fund
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Delaware
Group Equity Funds I-Delaware Balanced Fund Series
|
$
|
10,000
|
$
|
10,000
|
4,132
|
4,132
|
|||||||
|
Delaware
High-Yield Opportunities Fund
|
$
|
290,000
|
$
|
290,000
|
119,834
|
119,834
|
|||||||
|
Delaware
VIP Diversified Income Series
|
$
|
45,000
|
$
|
45,000
|
18,595
|
18,595
|
|||||||
|
Delaware
VIP High Yield Series
|
$
|
655,000
|
$
|
655,000
|
270,661
|
270,661
|
|||||||
|
Deutsche
Bank Securities Inc. (1)
|
$
|
4,584,000
|
$
|
4,584,000
|
1,894,214
|
1,894,214
|
|||||||
|
Dividend
& Income Fund
|
$
|
165,000
|
$
|
165,000
|
68,181
|
68,181
|
|||||||
|
DKR
Saturn Multi-Strategy Holding Fund Ltd.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Duma
Master Fund, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Edge
Investment Master Fund, LTD
|
$
|
3,500
|
$
|
3,500
|
1,446
|
1,446
|
|||||||
|
Eton
Park Fund, L.P.
|
$
|
1,872,000
|
$
|
1,872,000
|
773,553
|
773,553
|
|||||||
|
Eton
Park Master Fund, Ltd.
|
$
|
2,928,000
|
$
|
2,928,000
|
1,209,917
|
1,209,917
|
|||||||
|
Fidelity
Advisor Series II: Fidelity Advisor High Income Advantage Fund
(2)
|
$
|
22,580,000
|
$
|
22,580,000
|
9,330,578
|
9,330,578
|
|||||||
|
Fidelity
Financial Trust: Fidelity Convertible Securities Fund (2)
|
$
|
11,300,000
|
$
|
11,300,000
|
4,669,421
|
4,669,421
|
|||||||
|
Fidelity
Financial Trust: Fidelity Strategic Dividend & Income Fund
(2)
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Fidelity
Management Trust Company on behalf of funds and accounts managed
by it
(3)
|
$
|
7,420,000
|
$
|
7,420,000
|
3,066,115
|
3,066,115
|
|||||||
|
Finch
Tactical Plus Class B
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Fore
Convertible Master Fund, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Fore
ERISA Fund, Ltd.
|
$
|
179,000
|
$
|
179,000
|
73,966
|
73,966
|
|||||||
|
Fore
Multi Strategy Master Fund, Ltd.
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Fore
Opportunity Fund, LP
|
$
|
69,000
|
$
|
69,000
|
28,512
|
28,512
|
|||||||
|
Fore
Opportunity Offshore Fund, Ltd
|
$
|
231,000
|
$
|
231,000
|
95,454
|
95,454
|
|||||||
|
Geode
U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital
Master Fund Ltd.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Global
Dividend & Income Fund
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Goldman
Sachs & Co. (1)
|
$
|
47,313,000
|
$
|
47,313,000
|
19,550,824
|
19,550,824
|
|||||||
|
Grace
Brothers, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Greywolf
Capital Overseas Fund
|
$
|
6,475,000
|
$
|
6,475,000
|
2,675,619
|
2,675,619
|
|||||||
|
Greywolf
Capital Partners II LP
|
$
|
1,525,000
|
$
|
1,525,000
|
630,165
|
630,165
|
|||||||
|
Greywolf
High Yield Master Fund
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Guggenheim
Portfolio Company VIII (Cayman), Ltd.
|
$
|
1,138,000
|
$
|
1,138,000
|
470,247
|
470,247
|
|||||||
|
HFR
RVA Combined Master Trust
|
$
|
125,000
|
$
|
125,000
|
51,652
|
51,652
|
|||||||
|
Highbridge
International LLC
|
$
|
36,520,000
|
$
|
36,520,000
|
15,090,907
|
15,090,907
|
|||||||
|
Institutional
Benchmarks Master Fund, Ltd.
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
Kamunting
Street Master Fund, LTD
|
$
|
22,500,000
|
$
|
22,500,000
|
9,297,519
|
9,297,519
|
|||||||
|
KBC
Financial Products USA Inc.
|
$
|
4,885,000
|
$
|
4,885,000
|
2,018,594
|
2,018,594
|
|||||||
|
KDC
Convertible Arbfund L.P.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Laurel
Ridge Capital, LP
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
LDG
Limited
|
$
|
322,000
|
$
|
322,000
|
133,057
|
133,057
|
|||||||
|
Lehman
Brothers International Europe
|
$
|
8,410,000
|
$
|
8,410,000
|
3,475,206
|
3,475,206
|
|||||||
|
Lincoln
National Life Insurance Company Separate Account 20
|
$
|
590,000
|
$
|
590,000
|
243,801
|
243,801
|
|||||||
|
Lyxor/
Context Fund Ltd.
|
$
|
1,075,000
|
$
|
1,075,000
|
444,214
|
444,214
|
|||||||
|
Man
Mac I, Limited
|
$
|
3,391,000
|
$
|
3,391,000
|
1,401,239
|
1,401,239
|
|||||||
|
Marathon
Global Convertible Master Fund Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Merced
Partners Limited Partnership
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Merrill
Lynch Bond High Income Fund (1)
|
$
|
9,000,000
|
$
|
9,000,000
|
3,719,007
|
3,719,007
|
|||||||
|
Merrill
Lynch Global Investment Series: Income Strategies Fund (1)
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
MLIF
US High Yield Fund, Inc. (1)
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
ML
Master US High Yield Fund, Inc. (1)
|
$
|
2,200,000
|
$
|
2,200,000
|
909,090
|
909,090
|
|||||||
|
Mohican
VCA Master Fund, Ltd.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Morgan
Stanley Convertible Securities Trust
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
MSS
Convertible Arbitrage 1 c/o TQA Investors, LLC
|
$
|
31,000
|
$
|
31,000
|
12,809
|
12,809
|
|||||||
|
National
Bank of Canada
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Oppenheimer
Convertible Securities Fund
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Optimum
Fixed Income Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
PIMCO
Convertible Fund
|
$
|
275,000
|
$
|
275,000
|
113,636
|
113,636
|
|||||||
|
President
and Fellows of Harvard College
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
PSEG
Master Employee Benefit Plan Trust
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Putnam
Convertible Income-Growth Trust
|
$
|
8,425,000
|
$
|
8,425,000
|
3,481,404
|
3,481,404
|
|||||||
|
Putnam
High Income Bond Fund
|
$
|
2,075,000
|
$
|
2,075,000
|
857,437
|
857,437
|
|||||||
|
Quattro
Fund Ltd.
|
$
|
1,250,000
|
$
|
1,250,000
|
516,528
|
516,528
|
|||||||
|
Raytheon
Savings & Investment Plan Trust
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Regiment
Capital, Ltd.
|
$
|
650,000
|
$
|
650,000
|
268,595
|
268,595
|
|||||||
|
Ritchie
Capital Structure Arbitrage Trading, Ltd.
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
Royal
Bank of Canada (Norshield) (1)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Royal
Bank of Ontario
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Salomon
Brothers Asset Management, Inc. (1)
|
$
|
9,350,000
|
$
|
9,350,000
|
3,863,635
|
3,863,635
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Diversified Arbitrage Strategies Fund Ltd.
|
$
|
357,000
|
$
|
357,000
|
147,520
|
147,520
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Enhanced Arbitrage Strategies Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
QIP
Multi Strategy Arbitrage Portfolio
|
$
|
1,692,000
|
$
|
1,692,000
|
699,173
|
699,173
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LTD
|
$
|
698,000
|
$
|
698,000
|
288,429
|
288,429
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LP
|
$
|
48,000
|
$
|
48,000
|
19,834
|
19,834
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Arbitrage LTD
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Satellite
Asset Management, L.P.
|
$
|
12,300,000
|
$
|
12,300,000
|
5,082,644
|
5,082,644
|
|||||||
|
Severn
River Master Fund, Ltd.
|
$
|
8,000,000
|
$
|
8,000,000
|
3,305,784
|
3,305,784
|
|||||||
|
Sphinx
Convertible Arbitrage Fund SPC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Sphinx
Fund c/o TQA Investors, LLC
|
$
|
496,000
|
$
|
496,000
|
204,958
|
204,958
|
|||||||
|
Sphinx
Special Situations Fund SPC
|
$
|
35,000
|
$
|
35,000
|
14,462
|
14,462
|
|||||||
|
SRI
Fund, L.P.
|
$
|
180,000
|
$
|
180,000
|
74,380
|
74,380
|
|||||||
|
St.
Albans Partners Ltd.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Sturgeon
Limited
|
$
|
71,000
|
$
|
71,000
|
29,338
|
29,338
|
|||||||
|
Susquehanna
Capital Group
|
$
|
6,980,000
|
$
|
6,980,000
|
2,884,297
|
2,884,297
|
|||||||
|
SuttonBrook
Capital Portfolio LP
|
$
|
12,500,000
|
$
|
12,500,000
|
5,165,288
|
5,165,288
|
|||||||
|
Tamarack
International, Ltd.
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Tempo
Master Fund, LP
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Tenor
Opportunity Master Fund Ltd.
|
$
|
4,200,000
|
$
|
4,200,000
|
1,735,537
|
1,735,537
|
|||||||
|
The
Canyon Value Realization Fund (Cayman) Ltd.
|
$
|
2,260,000
|
$
|
2,260,000
|
933,884
|
933,884
|
|||||||
|
The
High-Yield Bond Portfolio
|
$
|
15,000
|
$
|
15,000
|
6,198
|
6,198
|
|||||||
|
TQA
Master Fund, Ltd.
|
$
|
2,836,000
|
$
|
2,836,000
|
1,171,900
|
1,171,900
|
|||||||
|
TQA
Master Plus Fund, Ltd.
|
$
|
4,551,000
|
$
|
4,551,000
|
1,880,578
|
1,880,578
|
|||||||
|
Tribeca
Global Convertible Investments LTD
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
UBS
AG London Branch
|
$
|
45,500,000
|
$
|
45,500,000
|
18,801,651
|
18,801,651
|
|||||||
|
UBS
AG London F/ B/ O HFS
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
UBS
O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master
Limited
|
$
|
6,000,000
|
$
|
6,000,000
|
2,479,338
|
2,479,338
|
|||||||
|
Univest
Convertible Arbitrage Fund II Ltd. (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Van
Kampen Harbor Fund
|
$
|
1,200,000
|
$
|
1,200,000
|
495,867
|
495,867
|
|||||||
|
Whitebox
Convertible Arbitrage Partners, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Whitebox
Hedged High Yield Partners, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
White
River Securities LLC
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Wolverine
Convertible Arbitrage Fund Limited
|
$
|
250,000
|
$
|
250,000
|
103,305
|
103,305
|
|||||||
|
World
Income Fund, Inc.
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
Yield
Strategies Fund I, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Yield
Strategies Fund II, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Zurich
Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC
|
$
|
696,000
|
$
|
696,000
|
287,603
|
287,603
|
|||||||
(1)
These
entities and/or their affiliates have provided, and may from time to time
provide, investment banking services to Charter Communications, Inc. and
its
subsidiaries, including, among other things, acting as lead and/or co-manager
with respect to offerings of debt and equity securities.
(2)
The
entity is a registered investment fund (the "Fund") advised by Fidelity
Management & Research Company ("FMR Co."), a registered investment adviser
under the Investment Advisers Act of 1940, as amended. FMR Co., 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp.
and
an investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 14,961,471 shares (not including
the
shares into which the notes are convertible) of the Common Stock outstanding
of
the Company as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of 1940.
Edward
C.
Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each
has
sole power to dispose of the Securities owned by the Fund.
Neither
FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power
to
vote or direct the voting of the shares owned directly by the Fund, which
power
resides with the Fund’s Board of Trustees.
The
Fund
is an affiliate of a broker-dealer. The Fund purchased the Securities in
the
ordinary course of business and, at the time of the purchase of the Securities
to be resold, the Fund did not have any agreements or understandings, directly
or indirectly, with any person to distribute the notes or conversion shares.
(3)
Shares indicated as owned by such entity are owned directly by various private
investment accounts, primarily employee benefit plans for which Fidelity
Management Trust Company ("FMTC") serves as trustee or managing agent. FMTC
is a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of
the Securities Exchange Act of 1934, as amended. FMTC is the beneficial owner
of
0 shares (not including the shares into which the notes are convertible)
of the
Common Stock outstanding of the Company as a result of its serving as investment
manager of the institutional account(s).
Edward
C.
Johnson 3d and FMR Corp., through its control of Fidelity Management Trust
Company, each has sole dispositive power over 0 shares and sole power to
vote or
to direct the voting of 0 shares of Common Stock owned by the institutional
account(s) as reported above.
If,
after
the date of this prospectus, a secuityholder notifies us pursuant to the
registration rights agreement of its intent to dispose of convertible senior
notes pursuant to the registration statement, we may supplement this prospectus
to include that information.