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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): October 2, 2007
 
Charter Communications, Inc.
(Exact name of registrant as specified in its charter) 
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization) 
 
000-27927
  
43-1857213
 (Commission File Number)
  
(I.R.S. Employer Identification Number)

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:
 
x 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

ITEM 8.01 OTHER EVENTS.
 
 
Charter Communications, Inc. (“Charter” ) announced today the closing of the exchange offer by its subsidiary Charter Communications Holding Company, LLC to exchange $479 million of Charter’s 6.50% Convertible Senior Notes due 2027 with a conversion price of $3.41 and a conversion rate of 293.3868 for $364 million of Charter’s 5.875% Convertible Senior Notes due 2009.

In addition, $8 million in cash, representing accrued interest from May 16, 2007 (the last interest payment date) up to - but not including - October 2, 2007 (the closing date) was delivered as consideration on Tuesday, October 2, 2007.

The press release announcing the Exchange Offer consideration is filed as Exhibit 99.1 attached hereto.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed pursuant to Item 8.01:
 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release dated as of October 2, 2007. *
 
* 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: October 2, 2007                    

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President andChief Accounting Officer

 
 
 
EXHIBIT INDEX
 
 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release dated as of October 2, 2007. *
 
* filed herewith
exhibit99_1.htm
 
Exhibit 99.1
 
Filed by Charter Communications Holding Company, LLC
Pursuant to Rule 425 under the Securities Act of 1933
Subject Corporation: Charter Communications, Inc.
Registration No.: 333-145766
 

 
                                                                            NEWS

We have filed a registration statement on Form S-4 (including the prospectus contained therein) with the Securities and Exchange Commission (SEC) for the issuance of securities to which this communication relates, which contains more complete information about Charter Communications, Inc. and its subsidiaries. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by contacting Charter's Investor Relations department at Charter Plaza, 12405 Powerscourt Drive, St. Louis, Missouri 63131, telephone number (314) 965-0555.


FOR RELEASE: 4:00PM CT, Tuesday, October 2, 2007
 

 
Charter Communications Announces Closing of Exchange Offer for Outstanding 5.875% Convertible Senior Notes Due 2009

Approximately 88% of existing notes tendered, leaving approximately $49 million of convertible notes due 2009 outstanding
 
 
ST. LOUIS, MO– Charter Communications, Inc. (Nasdaq: CHTR) (“Charter” ) announced today the closing of the exchange offer by its subsidiary Charter Communications Holding Company, LLC to exchange $479 million of Charter’s 6.50% Convertible Senior Notes due 2027 with a conversion price of $3.41 and a conversion rate of 293.3868 for $364 million of Charter’s 5.875% Convertible Senior Notes due 2009.
 
In addition, $8 million in cash, representing accrued interest from May 16, 2007 (the last interest payment date) up to - but not including - October 2, 2007 (the closing date) was delivered as consideration on Tuesday, October 2, 2007.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
 

About Charter Communications
 
Charter Communications, Inc. is a leading broadband communications company and the third-largest publicly traded cable operator in the United States. Charter provides a full range of advanced broadband services, including Charter Digital® video entertainment programming, Charter High-Speed® Internet access, and Charter Telephone®. Charter Business™ similarly provides scalable, tailored and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services and business telephone. Charter’s advertising sales and production


services are sold under the Charter Media® brand. More information about Charter can be found at www.charter.com.
 

 
 
Contact:
 
Media:                                                                           Analysts:
Anita Lamont                                                               Mary Jo Moehle
(314) 543-2215                                                               (314) 543-2397
 
Cautionary Statement Regarding Forward-Looking Statements:


This release includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial.  Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations.  Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in our filings with the Securities and Exchange Commission (“SEC”).  Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity" and "potential," among others.  Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release are set forth in reports or documents that we file from time to time with the SEC, and include, but are not limited to:

·  
the availability, in general, of funds to meet interest payment obligations under our debt and to fund our operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or other sources and, in particular, our ability to be able to provide under the applicable debt instruments such funds (by dividend, investment or otherwise) to the applicable obligor of such debt;
·  
our ability to comply with all covenants in our indentures and credit facilities, any violation of which could trigger a default of our other obligations under cross-default provisions;
·  
our ability to pay or refinance debt prior to or when it becomes due and/or refinance that debt through new issuances, exchange offers or otherwise, including restructuring our balance sheet and leverage position;
·  
competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers and DSL providers;
·  
difficulties in introducing and operating our telephone services, such as our ability to adequately meet customer expectations for the reliability of voice services, and our ability to adequately meet demand for installations and customer service;
·  
our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services, and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition;
·  
our ability to obtain programming at reasonable prices or to adequately raise prices to offset the effects of higher programming costs;
·  
general business conditions, economic uncertainty or slowdown; and
·  
the effects of governmental regulation, including but not limited to local and state franchise authorities, on our business.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement.  We are under no duty or obligation to update any of the forward-looking statements after the date of this release.

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