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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 24, 2001
CC V HOLDINGS, LLC
(formerly known as Avalon Cable LLC)
CC V HOLDINGS FINANCE, INC.
(formerly known as Avalon Cable Holdings Finance, Inc.)
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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)
333-75415 13-4029965
333-75415-03 13-4029969
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(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(314) 965-0555
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(Registrant's telephone number, including area code)
ITEM 5. OTHER ITEMS.
On September 24, 2001, CC V Holdings, LLC (formerly known as Avalon Cable,
LLC) and its wholly owned subsidiary CC V Holdings Finance, Inc. (formerly known
as Avalon Cable Holdings Finance, Inc.), subsidiaries of Charter Communications
Inc. (the Company), announced that Jerry Kent, President and Chief Executive
Officer of the Company, had advised the Company that he did not intend to extend
his employment agreement, which runs through December 23, 2001. Accordingly, Mr.
Kent and the Company have mutually agreed to terminate his employment as
President and Chief Executive Officer of the Company, and that Mr. Kent would
resign from its Board of Directors effective September 28, 2001. A copy of the
press release is being filed as Exhibit 99.1 with this report.
On October 1, 2001, CC V Holdings, LLC and its wholly owned subsidiary CC
V Holdings Finance, Inc., subsidiaries of Charter Communications Inc., announced
long-term employment agreements for Kent D. Kalkwarf, Executive Vice President
and Chief Financial Officer; and David G. Barford, Executive Vice President and
Chief Operating Officer. A copy of the press release is being filed as Exhibit
99.2 with this report.
ITEM 7. EXHIBITS.
99.1 Press release dated September 24, 2001 *
99.2 Press release dated October 1, 2001 *
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CC V HOLDINGS, LLC
Dated: October 4, 2001 By: CHARTER COMMUNICATIONS, INC.
----------------------------
Its Manager
By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) of
Charter Communications, Inc. (Manager)
and CC V Holdings, LLC
CC V HOLDINGS FINANCE, INC.
Dated: October 4, 2001 By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Press release dated September 24, 2001.
99.2 Press release dated October 1, 2001.
PRESS RELEASE EXHIBIT 99.1
[Graphic Omitted]
FOR RELEASE: Sept. 24, 2001
Charter's Jerry Kent Will Not Extend Employment Agreement
ST. LOUIS -- Charter Communications, Inc. (Nasdaq:CHTR) today announced
that Jerry Kent had advised the Company that he did not intend to extend his
employment agreement, which runs through December 23, 2001. Accordingly, Mr.
Kent and the Company have mutually agreed to terminate his employment as
President and Chief Executive Officer of the Company, and that Mr. Kent would
resign from its Board of Directors effective September 28, 2001. Mr. Kent has
agreed to serve as a consultant to the Company for the balance of the year. Mr.
Kent will also sell his interests in Charter Investments, Inc. (CCI) to Paul
Allen, Chairman of the Board of Directors of Charter Communications, Inc. CCI is
the investment vehicle that holds most of Mr. Allen's and Mr. Kent's interests
in the Company.
In making the announcement, Mr. Allen said, "Jerry did an excellent job
as Charter's chief executive officer. He and the rest of the Charter team
successfully completed 14 major acquisitions, increasing Charter's basic
customers from 1.3 million to approximately 7 million, and making Charter the
nation's fourth-largest cable operator. We are grateful for all that Jerry has
done in contributing to Charter's success, and wish him well in whatever new
endeavors he engages in. The Charter Board intends to move forward to select a
new chief executive officer as quickly as practical. I am personally looking
forward to working closely with Charter's exceptional management team, and with
the new chief executive officer as we continue to build the most technologically
advanced provider of broadband services in the industry."
Mr. Kent said, "As a co-founder of Charter, this was a gut-wrenching
decision. The years I spent building Charter into one of the nation's largest
and most successful cable companies have been the most challenging and rewarding
in my career. I am proud of what the Charter team has accomplished. I am
grateful to Paul Allen for his support that permitted us to successfully
complete the major acquisitions which allowed Charter to grow so substantially,
and for his vision of a "Wired World." Needless to say, I wish Paul and the
entire Charter team every success as they build upon the strong foundation I am
leaving. I am proud to leave the Company in excellent position to be an industry
leader for the foreseeable future."
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications,
Inc., a Wired World(TM) company, is among the nation's largest broadband
communications companies. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced digital video
programming platform, marketed under the Charter Digital Cable(TM) brand; and
high-speed Internet access marketed under Charter Pipeline(TM) brand. 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.
A Fortune 500 company, Charter is the 2001 recipient of the Outstanding
Corporate Growth Award from the Association for Corporate Growth, the 2001 R.E.
"Ted" Turner Innovator of the Year Award from the Southern Cable
Telecommunications Association, and the 2000 Innovator Award for Technology from
Cablevision Magazine. More information about Charter can be found at
www.charter.com.
###
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 Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com
PRESS RELEASE EXHIBIT 99.2
[Graphic Omitted]
FOR RELEASE: Oct. 1, 2001
Charter Signs CFO Kent Kalkwarf and COO Dave Barford
to Long-Term Employment Agreements
Board of Directors Authorizes Issuance of Additional
Stock Options to All Employees
SEATTLE -- Reaffirming his commitment to the senior management of
Charter Communications, Inc. (Nasdaq:CHTR), Paul G. Allen, Chairman of the Board
of Directors, today announced long-term employment agreements for Kent D.
Kalkwarf, Executive Vice President and Chief Financial Officer; and David G.
Barford, Executive Vice President and Chief Operating Officer. Mr. Allen said
Messrs. Kalkwarf and Barford assumed interim responsibility for the duties of
Jerry Kent, formerly President and CEO of Charter, when Mr. Kent chose not to
renew his employment agreement.
"I'm confident we have management in place to maintain a business as
usual atmosphere at Charter under these unique circumstances," Mr. Allen said.
"And I'm very pleased to announce Kent and Dave's long-term commitments
represented by their newly inked employment agreements. They both have always
impressed me and the other members of our Board with their management expertise
and business prowess. I'm confident the employees, shareholders and customers of
Charter are in good hands in the interim, until we name a new President and
CEO."
Mr. Kalkwarf was promoted to Chief Financial Officer in June 1997. Prior
to joining Charter in 1995, he was employed for 13 years by Arthur Andersen LLP.
Mr. Kalkwarf has extensive experience in cable television, retail and
international tax issues. With today's announcement of his long-term employment
agreement with Charter, Mr. Kalkwarf said, "Dave and I are appreciative of the
confidence the Board has shown in giving us these new agreements. We're fully
committed to working with Paul, the rest of the Board, and Charter management to
continue Charter's success as the leading provider of broadband services to our
customers."
Mr. Barford was promoted to Chief Operating Officer in July 2000, having
served previously as Senior Vice President of Operations for Charter's Western
Division. Prior to joining Charter in 1995, he held various senior marketing and
operations positions at Comcast Cable Communications, Inc.
With today's announcement of his long-term agreement with Charter, Mr.
Barford said, "Charter's operations are among the strongest in the cable
industry. Our rebuild program is progressing ahead of schedule and we soon will
have the most advanced infrastructure in the industry. As we continue to roll
out our new advanced services, such as video on demand and high-speed Internet
access, I'm confident that Charter will enjoy even greater success. I look
forward to working with Paul, Kent, the new CEO when he is named, and all of my
other Charter colleagues as we continue to build on Charter's exceptional record
of performance."
Mr. Allen said that in line with today's announcement, members of the
Board also approved and authorized the issuance of additional stock options to
all employees, and the appointment of Marc. B. Nathanson, Vice Chairman, to the
Executive Committee of the Board.
A 32-year veteran of the cable television industry, Mr. Nathanson
founded Falcon Cable TV in 1975, and served as Chief Executive Officer of that
company until it was merged into Charter Communications in 1999, when he was
named to the Charter Board. He joins Mr. Allen and William D. Savoy, President,
Vulcan Inc., as a member of Charter's Executive Committee.
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications, a
Wired World Company(TM), is among the nation's largest broadband communications
companies. Charter provides a full range of advanced broadband services to the
home, including cable television on an advanced digital video programming
platform, marketed under the Charter Digital Cable(TM) brand; and high-speed
Internet access marketed under the Charter Pipeline(TM) brand. 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. More information about Charter can be found
at www.charter.com.
###
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 Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com