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 6, 2002
CHARTER COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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(Commission File Number) (I.R.S. Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(314) 965-0555
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(Registrant's telephone number, including area code)
ITEM 5. OTHER ITEMS.
On July 31, 2002, a purported class action lawsuit was filed in the
United States District Court for the Central District of California against
Charter Communications, Inc. and certain of its executive officers on behalf
of purchasers of securities of Charter Communications, Inc. from November 9,
1999 through July 17, 2002. The complaint alleges that Charter Communications,
Inc. and certain of its executive officers violated federal securities laws by
issuing materially false and misleading statements relating to the financial
performance of Charter Communications, Inc. Charter Communications, Inc.
believes that the lawsuit is without merit and intends to vigorously defend
the action.
On August 6, 2002, Charter Communications, Inc. issued a press release
announcing its results for the second quarter ended June 30, 2002. The full text
of the press release, which is set forth in Exhibit 99.1 hereto, is filed and
incorporated in this Report as if fully set forth herein, except for (1) the
second paragraph, in its entirety; (2) under the heading "Second Quarter
Financial Highlights", the second and third sentences; (3) under the heading
"Demand for Advanced Services Continues", the last two sentences of the second
paragraph and the third paragraph, in its entirety; and (4) under the heading
"Looking Ahead", both paragraphs, in their entirety.
ITEM 7. EXHIBITS.
99.1 Press release dated August 6, 2002. *
* filed herewith
ITEM 9. REGULATION FD DISCLOSURE
The following portions of the press release, appearing in Exhibit 99.1
hereto, are not filed but are furnished pursuant to Regulation FD: (1) the
second paragraph, in its entirety; (2) under the heading "Second Quarter
Financial Highlights", the second and third sentences; (3) under the heading
"Demand for Advanced Services Continues", the last two sentences of the second
paragraph and the third paragraph, in its entirety; and (4) under the heading
"Looking Ahead", both paragraphs, in their entirety.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, 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 Report 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 Report are set forth in this Report
and in reports or documents that we file from time to time with the United
States Securities and Exchange Commission or the SEC, and include, but are not
limited to: our plans to achieve growth by offering advanced products and
services; our anticipated capital expenditures for our upgrades and new
equipment and facilities; our ability to fund capital expenditures and any
future acquisitions; the effects of governmental regulation on our business; our
ability to compete effectively in a highly competitive and changing environment;
our ability to sustain basic customers; our ability to obtain programming as
needed and at reasonable prices; our ability to continue to do business with
existing vendors, particularly high-tech companies that do not have a long
operating history; and general business and economic conditions, particularly
in light of the uncertainty stemming from the armed conflict related to the
September 11, 2001 terrorist activities in the United States.
All forward-looking statements attributable to us or a person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. We are under no obligation to update any of the forward-looking
statements after the date of this Report to conform these statements to actual
results or to changes in our expectations.
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.,
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Registrant
Dated: August 6, 2002 By: /s/ Kent D. Kalkwarf
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated August 6, 2002.