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): February
28, 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)
ITEM
2.02.
RESULTS
OF OPERATONS AND FINANCIAL CONDITION.
On
February 28, 2006, Charter Communications, Inc.
issued a press release announcing its results for the fourth quarter and year
ended December 31, 2005. 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 2.02, "Results of Operations and Financial
Condition."
ITEM
9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
Release dated February 28, 2006. *
|
*
furnished herewith
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This
release 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 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 United
States
Securities and Exchange Commission, or 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 the applicable debt instruments such funds (by
dividend,
investment or otherwise) to the applicable obligor of such
debt;
|
|
·
|
our
ability to comply with all covenants in our indentures, 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 through new issuances, exchange offers or otherwise,
including
restructuring our balance sheet and leverage
position;
|
|
·
|
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 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.
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:
February 28, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
Release dated February 28, 2006.
*
|
*
furnished herewith