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): September
27,
2007
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
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43-1857213
|
|
|
(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:
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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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
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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
8.01 OTHER EVENTS.
Charter
Communications, Inc. (“Charter” or the “Company”) announced today the results of
the exchange offer (“Exchange Offer”) by its subsidiary, Charter Communications
Holding Company, LLC for the Company's outstanding 5.875% Convertible Senior
Notes due 2009 (“Existing Convertible Notes”) in exchange for the Company’s new
6.50% Convertible Senior Notes due 2027 (the “New Convertible
Notes”). The Exchange Offer was for any and all of Charter’s $413
million aggregate principal amount of Existing Convertible Notes.
The
Exchange Offer expired at 11:59 PM Eastern Daylight Time on September 27,
2007. At the expiration of the Exchange Offer, $364 million aggregate
principal amount of Existing Convertible Notes were validly
tendered. The Company has accepted all of the Existing Convertible
Notes validly tendered for exchange, representing approximately 88% of the
total
principal amount of Existing Convertible Notes outstanding. Following
the consummation of the Exchange Offer, $49 million aggregate principal amount
of the Existing Convertible Notes will remain outstanding. In the
aggregate, Charter will issue $479 million principal amount of New Convertible
Notes. On the settlement date, which the Company expects to be October 2,
2007, holders of Existing Convertible Notes will receive the following exchange
consideration per $1,000 principal amount of Existing Convertible Notes accepted
in the Exchange Offer:
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·
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$1,317.01
principal amount of the Company’s New Convertible Notes,
and
|
|
·
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$22.19
in cash for accrued interest from May 16, 2007, the last interest
payment
date up to, but not including, the settlement date of the Exchange
Offer.
|
The
press
release announcing the Exchange Offer consideration is filed as Exhibit 99.1
attached hereto.
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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|
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| 99.1 |
Press
Release dated as of September 28, 2007.
*
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* 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: September
28, 2007
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|
By:/s/
Jeffrey T. Fisher
Name:
Jeffrey T. Fisher
Title:
Chief
Financial Officer (Principal Financial
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
|
|
Description
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|
|
|
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| 99.1 |
Press
Release dated as of September 28, 2007.
*
|
* filed
herewith