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)
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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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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.
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.
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:
January 6, 2006
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President, Interim Chief Financial Officer,
Principal
Accounting Officer and Corporate
Controller
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