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
29, 2006
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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x
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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
8.01 OTHER EVENTS.
Charter
Communications, Inc. ("Charter") announced that it has amended and extended
the
offers by its indirect subsidiaries, CCH II, LLC (“CCH II”) and CCH I, LLC (“CCH
I”), to issue new notes in exchange for up to any and all of each series of
the
outstanding notes listed below of Charter Communications Holdings, LLC (“Charter
Holdings”).
As
amended, CCH II is offering to issue up to $250.0 million aggregate principal
amount of new 10.25% Senior Notes due 2013 (the “CCH II Notes”) and CCH I is
offering to issue up to $625.0 million aggregate principal amount of 11.00%
Senior Secured Notes due 2015 (the “CCH I Notes” and, collectively with the CCH
II Notes, the “New Notes”) in exchange for Charter Holdings notes with
maturities in 2009 and 2010 (the “2009-2010 Notes”) and in 2011 and 2012 (the
“2011-2012 Notes” and, collectively with the 2009-2010 Notes, the “Old Notes”).
Previously, the aggregate principal amount of CCH II Notes was limited to
$200.0
million and the aggregate principal amount of CCH I Notes was limited to
$675.0
million. Charter is also increasing the total consideration for certain series
of Old Notes.
As
extended, the early participation date and the expiration date will be 11:59
PM
Eastern Time (“ET”) on September 12, 2006. Accordingly, all Old Notes tendered
prior to 11:59 PM ET on September 12, 2006 will be eligible to receive the
early
participation payment of $50.00 in principal amount of New Notes per $1,000
principal amount of Old Notes. Previously, the early participation date was
5:00
PM ET, on August 24, 2006 and the expiration date was 11:59 PM ET, on September
8, 2006.
The
press
release announcing the above amended offers is attached hereto as Exhibit
99.1.
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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99.1
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Press
Release dated as of August 29,
2006.*
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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:
August 30, 2006
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and
Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release dated as of August 29,
2006.*
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