UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Charter Communications, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
16117M107
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(CUSIP Number)
May 12, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. The information
required in the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 16117M107 SCHEDULE 13G Page 2 of 11
1 Name of Reporting Person STEELHEAD PARTNERS, LLC
IRS Identification No. of Above Person 91-1740598
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
NUMBER OF 5 Sole Voting Power 24,835,077
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 24,835,077
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 24,835,077
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 8.1%
12 Type of Reporting Person IA
CUSIP No. 16117M107 SCHEDULE 13G Page 3 of 11
1 Name of Reporting Person J-K Navigator Fund, L.P.
IRS Identification No. of Above Person 91-1752823
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 18,447,759
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 18,447,759
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 18,447,759
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 6.1%
12 Type of Reporting Person PN
CUSIP No. 16117M107 SCHEDULE 13G Page 4 of 11
1 Name of Reporting Person JAMES MICHAEL JOHNSTON
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 24,835,077
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 24,835,077
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 24,835,077
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 8.1%
12 Type of Reporting Person IN/HC
CUSIP No. 16117M107 SCHEDULE 13G Page 5 of 11
1 Name of Reporting Person BRIAN KATZ KLEIN
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 24,835,077
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 24,835,077
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 24,835,077
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 8.1%
12 Type of Reporting Person IN/HC
CUSIP No. 16117M107 SCHEDULE 13G Page 6 of 11
Item 1(a). Name of Issuer:
Charter Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12405 Powerscourt Drive
St. Louis, MO 63131
Item 2(a). Names of Persons Filing:
Steelhead Partners, LLC
J-K Navigator Fund, L.P. ("Navigator")
James Michael Johnston
Brian Katz Klein
Item 2(b). Address of Principal Business Office or, if none, Residence:
The business address of each reporting person is 1301 First
Avenue, Suite 201, Seattle, WA 98101.
Item 2(c). Citizenship:
Reference is made to Item 4 of pages two (2), three (3),
four (4) and five (5) of this Schedule 13G, which Items are incorporated
by reference herein.
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
16117M107
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
CUSIP No. 16117M107 SCHEDULE 13G Page 7 of 11
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box. [ ]
Item 4. Ownership.
Reference is hereby made to items 5-9 and 11 of pages two (2),
three (3), four (4), and five (5) of this Schedule 13G, which Items are
incorporated by reference herein.
Steelhead as general partner of Navigator and J. Michael Johnston
and Brian K. Klein as the member-managers of Steelhead, may be deemed to
beneficially own the shares owned by Navigator in that they may be deemed to
have the power to direct the voting or disposition of the shares.
Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission that any of Steelhead,
Mr. Johnston or Mr. Klein is, for any purpose, the beneficial owner of any
such Securities to which this Schedule relates, and Steelhead, Mr. Johnston
and Mr. Klein disclaim beneficial ownership as to the Securities, except to
the extent of their respective pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the individual
general partners, executive officers, and members of the foregoing entities
might be deemed the "beneficial owners" of some or all of the securities to
which this Schedule relates in that they might be deemed to share the power
to direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that any of such individuals is, for any purpose,
the beneficial owner of any of the securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
The calculation of percentage of beneficial ownership in item 11
of pages two (2), three (3), four (4) and five (5) was derived from the
Issuer's Form 10-Q for the quarterly period ended March 31, 2005 filed with
the Securities and Exchange Commission (the "Commission") on May 3, 2005,
in which the Issuer stated that the number of shares of Class A Common Stock
outstanding as of March 31, 2005 was 304,763,192, and Form 4s filed with the
Commission by officers and directors of the Issuer on April 28, 2005 and
April 29, 2005, in which it was stated that the Issuer had issued an
aggregate of 215,323 shares of its Class A Common Stock to the officers and
directors in restricted stock grants on April 26, 2005 and April 27, 2005.
CUSIP No. 16117M107 SCHEDULE 13G Page 8 of 11
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Signature
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 20, 2005 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member-Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
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James Michael Johnston
CUSIP No. 16117M107 SCHEDULE 13G Page 9 of 11
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
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Brian Katz Klein
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 20, 2005 J-K NAVIGATOR FUND, L.P.
By:Steelhead Partners, LLC,
its General Partner
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member Manager
CUSIP No. 16117M107 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11
CUSIP No. 16117M107 SCHEDULE 13G Page 11 of 11
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be amended,
jointly on behalf of each of such parties.
Dated: May 20, 2005 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member-Manager
J-K NAVIGATOR FUND, L.P.
By:Steelhead Partners, LLC,
its General Partner
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
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James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
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Brian Katz Klein