FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 23, 2001
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CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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Commission File Number (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
Item 5. Other Items.
On May 23, 2001, Charter Communications, Inc., our parent company,
announced the pricing of its issuance of approximately 52.4 million shares of
Class A Common Stock, and $550 million of Convertible Senior Notes due 2006. A
copy of the press release is being filed as Exhibit 99.1 with this report.
Item 7. Exhibits
Press release dated May 23, 2001.*
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Charter Communications Holdings, LLC has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, a registrant
Dated May 24, 2001 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Charter Communications Holdings Capital Corporation has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CHARTER COMMUNICATIONS HOLDINGS CAPITAL
CORPORATION, a registrant
Dated May 24, 2001 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Exhibit Index
Exhibit
Number Description
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99.1 Press release dated May 23, 2001.
Exhibit 99.1
[GRAPHIC OMITTED] NEWS
FOR RELEASE: Wednesday, May 23, 2001
Charter Communications Prices Class A Common Stock
and Convertible Senior Notes Offerings
ST. LOUIS - Charter Communications, Inc. (Nasdaq: CHTR), today announced
the pricing of its issuance of approximately 52.4 million shares of Class A
common stock, and $550 million of Convertible Senior Notes due 2006 (the
"Notes"). These offerings were announced in a press release May 15, 2001.
Charter will issue approximately 52.4 million shares of Class A common
stock at $21 per share. The Notes will have an annual interest rate of 4.75%,
payable semi-annually, and will be convertible into Class A common stock at a
conversion price of $26.25 per share. The company may also issue up to
approximately 7.9 million additional shares of Class A common stock, and an
additional $82.5 million of Notes pursuant to over-allotment options granted to
the underwriters of the offerings.
The net proceeds of the Class A common stock and Notes offerings are
expected to be used to pay the portion of the purchase price for the acquisition
of AT&T Broadband cable systems that was originally to be paid in Charter Class
A common stock. That transaction was announced February 2001. The remaining net
proceeds of these offerings are expected to be used for working capital purposes
and capital expenditures.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any offer or sale of the
Class A common stock or the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
With nearly 6.4 million customers, Charter Communications, a Wired World
Company(TM), is among the nation's largest broadband communications companies.
Charter offers a full range of advanced broadband services to the home,
including cable television under the
# # #
Charter, page two...
Charter Cable TV brand; advanced digital video programming services under the
Charter Digital Cable(TM) brand; and high-speed Internet access via Charter
Pipeline(TM). Commercial high-speed data, video and Internet solutions are
provided under the Charter Business Networks(TM) brand. Advertising sales and
production services are sold under the Charter Media(TM) brand.
Statements in this press release regarding Charter Communications' business that
are not historical facts may be "forward-looking statements." Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from any
such forward-looking statements are identified in the reports and documents
Charter files from time to time with the U.S. Securities and Exchange
Commission.
CONTACTS:
Media Analyst
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com