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 13,
2007
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)
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(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.
ITEM
3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY
HOLDERS.
On
August
13, 2007, the Board of Directors (the "Board") of
Charter Communications, Inc., a Delaware corporation (the
"Company"), adopted a rights plan and declared a
dividend of one preferred share purchase right for each outstanding share
of
Class A common stock and Class B common stock. The dividend is
payable to our stockholders of record as of August 31, 2007. The
terms of the rights and the rights plan are set forth in a Rights Agreement,
by
and between us and Mellon Investor Services LLC, a New Jersey limited liability
company, as Rights Agent, dated as of August 14, 2007 (the "Rights
Plan").
This
summary of rights provides only a general description of the Rights Plan,
and
thus, should be read together with the entire Rights Plan, which is filed
as an
exhibit to this Form 8-K and incorporated into this summary by
reference. All capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Rights Plan.
Our
Board
adopted the Rights Plan in an effort to protect stockholder value by attempting
to protect against a possible limitation on our ability to use our net
operating
loss carryforwards (the "NOLs") to reduce potential
future federal income tax obligations. We have experienced and
continue to experience substantial operating losses, and under the Internal
Revenue Code and rules promulgated by the Internal Revenue Service, we
may
"carry forward" these losses in certain circumstances to offset any current
and
future earnings, and thus reduce our federal income tax liability, subject
to
certain requirements and restrictions. To the extent that the NOLs do
not otherwise become limited, we believe that we will be able to carry
forward a
substantial amount of NOLs, and therefore these NOLs could be a substantial
asset to us. However, if we experience an "Ownership Change," as
defined in Section 382 of the Internal Revenue Code, our ability to use
the NOLs
could be substantially limited, and the timing of the usage of the NOLs
could be
substantially delayed, which could therefore significantly impair the value
of
that asset.
The
Rights Plan is intended to act as a deterrent to any person or group acquiring
5.0% or more of our outstanding Class A common stock (an “Acquiring
Person”) without the approval of our Board. The holdings of
independently managed mutual funds should not be combined for purposes
of
calculating ownership percentages under the Rights Plan. Stockholders who
own 5.0% or more of our outstanding Class A common stock as of the close
of
business on August 13, 2007 will not trigger the Rights Plan so long as
they do
not acquire any additional shares of our Class A common stock. The
Rights Plan does not exempt any future acquisitions of Class A common stock
by
such persons. Any rights held by an Acquiring Person are void and may not
be exercised. Our Board may, in its sole discretion, exempt any
person or group from being deemed an Acquiring Person for purposes of the
Rights
Plan.
The
Rights. Our Board authorized the issuance of one right per each
outstanding share of our Class A common stock and Class B common stock
on August
31, 2007. The rights will not be exercisable until 10 business days
after a public announcement by us that a person or group has become an
Acquiring
Person.
We
refer
to the date that the rights become exercisable as the "Distribution
Date." Until the Distribution Date, our Class A common
stock and Class B common stock certificates will evidence the rights and
will
contain a notation to that effect. Any transfer of shares of Class A
common stock and/or Class B common stock will constitute a transfer of
the
associated rights.
Exchange. Except
as may be determined by the Board, with the consent of a majority of the
shares
of Class B common stock, after the Distribution Date, we will exchange
all of
the then-outstanding, valid and exercisable rights, except rights held
by any
Acquiring Person or any Affiliate, Associate or transferee of any Acquiring
Person, for 2.5 shares of Class A common stock and/or Class B common stock,
as
applicable, or an equivalent security.
If
the
Board and the holders of the majority of the Class B common stock determine
that
the exchange will not occur after the Distribution Date, all holders of
rights,
except any Acquiring Person or any affiliate, associate or transferee of
any
Acquiring Person, may exercise their rights upon payment of the purchase
price
to purchase five (5) shares of our Class A common stock and/or Class B
common
stock, as applicable (or other securities or assets as determined by our
Board)
at a 50% discount to the then current market price ("Purchase
Price").
Further,
upon an issuance of Class A common stock and/or Class B common stock under
the
Rights Plan, additional membership units will be issued to the Company,
as
holder of the Class B common membership units, by Charter Communications
Holding
Company, LLC ("Holdco"), to mirror at Holdco the
economic effect of such issuance of common stock. Holders of the
Holdco common membership units that are convertible into shares of our
Class B
common stock will have equivalent rights which may be exercised, on generally
the same terms and conditions as set forth in the Rights Plan, for additional
Holdco common membership units.
Expiration. The
rights and the Rights Plan will expire on the earlier of: (i) a determination
by
holders of a majority of the shares of Class B common stock to terminate
the
Rights Plan, (ii) the Close of Business on December 31, 2008, (iii) the
Close of
Business on the date on which we make a public announcement (by press release,
filing made with the Securities and Exchange Commission or otherwise) that
our
Board has determined that the Company's Section 382 Ownership Level (as
defined in the Rights Plan) dropped below 25%, (iv) the time at which the
rights
are redeemed as provided in the Rights Plan, and (v) the time at which
the
rights are exchanged as provided in the Rights Plan.
Amendments. Before
the Distribution Date, our Board may amend or supplement the Rights Plan
without
the consent of the holders of the Rights in respect of our Class A common
stock. After the Distribution Date, our Board may amend or supplement
the Rights Plan only to cure an ambiguity, to alter time period provisions,
to
correct inconsistent provisions, or to make any additional changes to the
Rights
Plan, but only to the extent that those changes do not impair or adversely
affect any rights holder and do not result in the rights again becoming
redeemable. Notwithstanding the foregoing, the Company and the Rights
Agent shall not supplement or amend the Rights Plan without the prior approval
of the holders of a majority of the Class B common stock.
ITEM
5.03. AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAYWS; CHANGE IN FISCAL
YEAR.
On August 14, 2007, Charter Communications, Inc. filed a Certificate of Designation of Series B Junior Preferred Stock of Charter Communications, Inc. (the “certificate of Designation”) with the Secretary of State of the State of Delaware. A copy of the Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 14, 2007, Charter Communications, Inc. filed a Certificate of Designation of Series B Junior Preferred Stock of Charter Communications, Inc. (the “certificate of Designation”) with the Secretary of State of the State of Delaware. A copy of the Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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| 3.1 | Certificate of Designation of Series B Junior Preferred Stock of Charter Communications, Inc., as filed with the Secretary of State of the State of Delaware on August 14, 2007.* | |
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4.1
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Form
of Rights Certificate.*
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| 4.2 | Rights Agreement, dated as of August 14, 2007, by and between Charter Communications, Inc. and Mellon Investor Services LLC, as Rights Agent.* | |
| 4.3 | Letter Agreement for Mirror Rights, dated as of August 14, 2007, by and among Charter Communications, Inc., Charter Investment, Inc., and Vulcan Cable III Inc.* |
* 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: August
14, 2007
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 3.1 | Certificate of Designation of Series B Junior Preferred Stock of Charter Communications, Inc., as filed with the Secretary of State of the State of Delaware on August 14, 2007.* | |
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4.1
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Form
of Rights Certificate.*
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| 4.2 | Rights Agreement, dated as of August 14, 2007, by and between Charter Communications, Inc. and Mellon Investor Services LLC, as Rights Agent.* | |
| 4.3 | Letter Agreement for Mirror Rights, dated as of August 14, 2007, by and among Charter Communications, Inc., Charter Investment, Inc., and Vulcan Cable III Inc.* | |
* filed
herewith