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 8,
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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| o |
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 today the results of the offer by its
subsidiaries, CCHC, LLC (“CCHC”) and CCH II, LLC and CCH II Capital Corp.
(collectively, “CCH II” and, together with CCHC, the “Offerors”) to exchange
(the “Convertible Exchange Offer”) up to $450.0 million of Charter’s 5.875%
Convertible Senior Notes due 2009 (“Convertible Notes”). The Convertible
Exchange Offer expired at 11:59 p.m., Eastern Time, on September
8, 2006. As of
the expiration of the Convertible Exchange Offer, $499.9 million
aggregate
principal amount of Convertible Notes were validly tendered.
The Company has
accepted $450.0 million of the Convertible Notes tendered for
exchange,
representing approximately 52.2% of the total principal amount
of Convertible
Notes outstanding.
Since
the
amount of Convertible Notes tendered exceeded the maximum amount
of Convertible
Notes that the Offerors would accept, the Offerors pro rated
the amount of
Convertible Notes accepted from participating holders as described
in the
Exchange Offer Prospectus. The Offerors accepted 90.0% of the
amount tendered by
each holder and unaccepted amounts will be promptly returned
to holders.
Following the consummation of the Convertible Exchange Offer,
$412.5 million of
Convertible Notes will remain outstanding. Charter expects the
settlement date
to be September 14, 2006.
The
press
release announcing the results is attached 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 September 11,
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:
September 11, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and 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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99.1
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Press
Release dated as of September
11, 2006.*
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*
filed
herewith