As
filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-121561
PROSPECTUS
SUPPLEMENT NO. 2
DATED
AUGUST 30, 2005
Charter
Communications, Inc.
This
document supplements the prospectus, dated July 19, 2005 and the Prospectus
Supplement No. 1, dated August 9, 2005 (collectively, the "Prospectus"),
relating to the resale by certain holders of up to $862,500,000 aggregate
principal amount of Charter Communications, Inc.’s 5.875% convertible senior
notes due 2009 (the "Notes") and shares of common stock issuable upon conversion
thereof.
This
Prospectus Supplement relates to the resale by the holders of the Notes.
The
Prospectus is hereby amended by the information contained in the attached
Current Reports on Form 8-K filed on August 15, 2005 and August 26, 2005. In
addition, the
information appearing in the Selling Securityholder table included in this
Prospectus Supplement, as of the date hereof, supersedes the information in
the
table appearing under the heading "Selling Securityholders" in the
Prospectus.
If
the
information in this Prospectus Supplement is inconsistent with any information
contained in the Prospectus or in the reports, proxy statements or other
documents previously filed with the Securities and Exchange Commission
(collectively, the "SEC Reports") incorporated by reference in the Prospectus
or
delivered in connection therewith, the Prospectus and/or any SEC Report, as
applicable, shall be deemed superseded by this Supplement.
In
all
other ways, the Prospectus shall remain unchanged.
This
Prospectus Supplement should be read in conjunction with, and may not be
delivered or utilized without, the Prospectus.
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): August
9, 2005
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:
|
o
|
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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Charter
Communications, Inc. ("Charter") has entered into an agreement setting
forth the
terms under which Mr. Neil Smit will serve as President and Chief Executive
Officer of Charter. See Item 5.02 below for additional information.
ITEM
5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
PRINCIPAL OFFICERS.
On
August
9, 2005, Charter's Board of Directors announced that it had unanimously
elected
Neil Smit to the position of President and Chief Executive Officer, effective
August 22, 2005. Mr. Smit will also serve as a member of Charter's Board
of
Directors as a Class B director. He succeeds Robert P. May, a Charter Board
Member, who has served as Charter's Interim President and Chief Executive
Officer, since January 2005. Mr. May will remain a member of Charter's
Board of
Directors.
Mr.
Smit,
46, has worked at Time Warner, Inc. since 2000, most recently serving as
the
President of Time Warner's America Online Access Business. He also served
at
America OnLine ("AOL") as Executive Vice President, Member Development,
Senior
Vice President of AOL's product and programming team, Chief Operating Officer
of
AOL Local, Chief Operating Officer of MapQuest. Prior to that he was a
regional
vice president with Nabisco and was with Pillsbury in a number of management
positions. Mr. Smit has a bachelor's of science degree from Duke University
and
a master's degree in with a focus in international business from Tufts
University's Fletcher School of Law and Diplomacy.
Charter
and Mr. Smit entered into an agreement as of August 9, 2005 whereby Mr.
Smit
will serve as Charter's President and Chief Executive Officer (the
"Employment Agreement"), attached as Exhibit 99.1, for a term expiring
on
December 31, 2008, unless extended for an additional two years at Charter's
option. Under the Employment Agreement, Mr. Smit will receive a $1,200,000
base
salary per year, through the third anniversary of the agreement, and thereafter
$1,440,000 per year for the remainder of the Employment Agreement. Mr.
Smit
shall be eligible to receive a performance-based target bonus of 125% of
annualized salary, with a maximum bonus of 200% of annualized salary, as
determined by the Compensation Committee of Charter's Board of Directors.
However, for 2005 only, he will receive a minimum bonus of $1,200,000,
provided
that he is employed by Charter on December 31, 2005. Under Charter's Long-Term
Incentive Plan he will receive options to purchase 3,333,333 shares of
Class A
common stock, exercisable for 10 years, with annual vesting of one-third
of the
grant in each of the three years from the employment date; a performance
share
award for a maximum of 4,123,720 shares of Class A common stock, to be
earned
during a three-year performance cycle starting January 2006; and a restricted
stock award of 1,250,000 shares of Class A common stock, with annual vesting
over three years following employment date. In addition, Mr. Smit will
receive
another restricted stock award for 1,250,000 shares of Class A common stock
vesting on the first anniversary of employment date.
Mr.
Smit
will receive full reimbursement for his relocation expenses and employee
benefits consistent with those made generally available to other senior
executives. In the event that Mr. Smit is terminated by Charter without
"cause"
or for "good reason termination," as those terms are defined in the Employment
Agreement, he will receive the greater of two times base salary or salary
through the remainder to the term of the Employment Agreement; a pro rata
bonus
for the year of termination; full vesting of options and restricted shares;
vesting of performance stock if targets are achieved; and twelve months
of COBRA
payments. The Employment Agreement contains non-compete provisions from
six
months to two years, depending on the type of termination. Charter will
gross up
federal taxes in the event that Mr. Smit is subject to any additional tax
under
Section 409A of the Internal Revenue Code.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item
5.02:
|
Exhibit
Number
|
Description
|
|
| 99.1 | Employment Agreement dated as of August 9, 2005. (Exhibit 99.1 not included in this Prospectus Supplement). | |
|
99.2
|
Press
Release dated August 9, 2005. (Exhibit 99.2 not included
in this
Prospectus Supplement).
|
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): August
24, 2005
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:
|
o
|
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.
On
August
24, 2005, Charter
Communications Holdings, LLC (“Charter Holdings”), an indirect wholly-owned
subsidiary of Charter Communications, Inc., and its wholly-owned
subsidiaries,
CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"),
commenced offers to exchange any and all of certain outstanding
debt securities
of
Charter Holdings in a private placement for new debt
securities of CCH I and
CIH.
The
exchange offers are subject to significant conditions
that are described in the
informational documents relating thereto. The offers
will expire at midnight on
September 26, 2005, subject to extension.
The
information agent for the exchange offers is Global Bondholder
Service
Corporation. For more information, call
the information agent at
(800) 470-3800.
A
press
release announcing the private debt exchange offers is
attached hereto as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
release dated August 24, 2005. (Attached hereto).
|
Exhibit
99.1
NEWS
FOR
RELEASE: 5:00AM CT, Wednesday, August 24, 2005
CHARTER
COMMUNICATIONS ANNOUNCES PRIVATE
DEBT
EXCHANGE OFFERS FOR $8.4 BILLION OF DEBT SECURITIES
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) announced today that Charter
Communications Holdings, LLC ("Charter Holdings") and its wholly owned
subsidiaries, CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"), are
commencing private offers to exchange any and all of the $8.4 billion aggregate
principal amount of outstanding debt securities listed below of Charter Holdings
(the "Old Notes") in a private placement for new debt securities.
The
offer
is made only to qualified institutional buyers and institutional accredited
investors inside the United States and to certain non-U.S. investors located
outside the United States. The purpose of these private exchange offers is
to
improve Charter Holdings’ financial flexibility by extending debt maturities and
reducing indebtedness.
CCH
I is
offering to issue $3.525 billion aggregate principal amount of new 11.00%
Senior
Secured Notes due 2015 of CCH I (the "CCH I Notes") in exchange for Old Notes
that mature in 2009 and 2010 ("Old 2009-2010 Notes"). Of that amount, up
to $750
million (subject to increase) principal amount of CCH I notes is issuable
in
exchange for Old Notes that mature in 2011 and 2012 ("Old 2011-2012 Notes").
In
addition, CIH is offering to issue $4.262 billion aggregate principal amount
of
various series of Senior Accreting Notes due 2014 and 2015 (the "CIH Notes")
in
exchange for any and all of the Old 2011-2012 Notes.
For
each
$1,000 principal amount of tendered Old 2011-2012 Notes, CIH will issue CIH
Notes with a principal amount of $1,000 and the same coupon as the corresponding
series of Old 2011-2012 Notes. The principal amount of CCH I Notes issuable
in
exchange for each $1,000 principal amount of Old Notes is listed in the table
below.
|
CCH
I Notes per $1,000 Principal Amount of Old Notes
|
||||||||||||||||
|
CUSIP
|
Principal
Amount Outstanding
|
Old
Notes to be Exchanged for CCH I Notes
|
Exchange
Consideration
|
Early
Participation Payment
|
Total
Consideration
|
|||||||||||
|
2009-2010
Notes
|
||||||||||||||||
|
16117PAE0
|
$
|
1,244,067,000
|
8.625%
Senior Notes due 2009
|
$
|
780.00
|
$
|
50.00
|
$
|
830.00
|
|||||||
|
16117PAK6
|
640,437,000
|
10.00%
Senior Notes due 2009
|
808.75
|
50.00
|
858.75
|
|||||||||||
|
16117PAT7
|
874,000,000
|
10.75%
Senior Notes due 2009
|
811.25
|
50.00
|
861.25
|
|||||||||||
|
16117PAZ3
|
639,567,000
|
9.625%
Senior Notes due 2009
|
778.75
|
50.00
|
828.75
|
|||||||||||
|
16117PAL4
|
318,195,000
|
10.25%
Senior Notes due 2010
|
778.75
|
50.00
|
828.75
|
|||||||||||
|
16117PAM2
|
449,500,000
|
11.75%
Senior Discount Notes due 2010 (fully accreted)
|
|
813.75
|
50.00
|
863.75
|
||||||||||
|
2011-2012
Notes
|
||||||||||||||||
|
16117PAV2
|
$
|
500,000,000
|
11.125%
Senior Notes due 2011
|
$
|
748.75
|
$
|
50.00
|
$
|
798.75
|
|||||||
|
16117PAF7
|
1,108,180,000
|
9.920%
Senior Discount Notes due 2011 (fully accreted)
|
|
731.25
|
50.00
|
781.25
|
||||||||||
|
16117PBB5
|
709,630,000
|
10.00%
Senior Notes due 2011
|
731.25
|
50.00
|
781.25
|
|||||||||||
|
16117PBD1
|
939,306,000
|
11.75%
Senior Discount Notes due 2011
|
670.00
|
50.00
|
720.00
|
|||||||||||
|
16117PAW0
|
675,000,000
|
13.50%
Senior Discount Notes due 2011
|
768.75
|
50.00
|
818.75
|
|||||||||||
|
16117PBH2
|
329,720,000
|
12.125%
Senior Discount Notes due 2012
|
597.50
|
50.00
|
647.50
|
|||||||||||
The
CCH I
Notes will mature on October 1, 2015 and will be secured by a pledge of 100%
of
the equity interests of CCH I’s subsidiary, CCH II, LLC. Each series of CIH
Notes will mature three years after the maturity date of the corresponding
series of Old 2011-2012 Notes. Each series of CIH Notes will pay cash interest
on 100% of the principal amount at the same rate, and on the same dates,
as the
corresponding series of Old 2011-2012 Notes. The accreted value of each series
of CIH Notes will initially be $800 per $1,000 principal amount and will
accrete
on a straight-line basis to $1,000 per $1,000 principal amount on September
30,
2007.
All
CCH I
Notes and CIH Notes will be structurally senior to any Old Notes that remain
outstanding after consummation of the exchange offers. CCH I is a direct
subsidiary of CIH and CIH is a direct subsidiary of Charter
Holdings.
Tenders
of Old 2009-2010 Notes are not subject to proration. Tenders of Old 2011-2012
Notes for CIH Notes are also not subject to proration.
Tenders
of Old 2011-2012 Notes for CCH I Notes are subject to proration as follows.
The
aggregate principal amount of CCH I Notes available to be issued in
exchange for Old 2011-2012 Notes will be limited to the lesser of (i) $750
million (subject to increase in Charter Holdings’ discretion) and (ii) the
maximum amount that can be issued without causing the total principal amount
of
CCH I Notes issuable in the exchange offers to exceed $3.525 billion.
If
the offer to issue CCH I Notes in exchange for Old 2011-2012 Notes
is
oversubscribed, all tendered 11.125% Senior Notes due 2011, 9.92% Senior
Discount Notes due 2011 and 10.00% Senior Notes due 2011 will be exchanged
for
CCH I Notes before any of the other Old 2011-2012 Notes are exchanged
for
CCH I Notes. To the extent holders of the Old 2011-2012 Notes who tendered
for
CCH I Notes do not receive CCH I Notes in the exchange offer because of the
foregoing, such holders will instead receive CIH Notes as if they had tendered
their Old 2011-2012 Notes for CIH Notes (unless they have elected otherwise,
in
which case their Old 2011-2012 Notes not accepted for CCH I Notes will be
returned).
In
order
to be eligible to receive the early participation payment of $50.00 in principal
amount of new notes, holders must tender their Old Notes on or prior to 5:00
PM
Eastern Time (ET), on September 9, 2005, unless extended. Eligible holders
who
validly tender their Old Notes after that time will receive, for each $1,000
principal amount of Old Notes tendered, a principal amount of new notes equal
to
the total consideration for that series of Old Notes less the early
participation payment. The early participation payment will be paid in
CCH I Notes, to the extent Old Notes are exchanged for CCH I
Notes,
and will be paid in CIH Notes, to the extent Old Notes are exchanged for
CIH
Notes.
Tendered
Old Notes may be validly withdrawn at any time prior to 5:00 PM ET, on September
9, 2005. Tendered Old Notes may not be withdrawn after that time.
Holders
who exchange Old Notes for CCH I Notes will receive a cash payment
on the
settlement date of all accrued and unpaid cash interest to, but not including,
the settlement date. The first payment of cash interest on each series of
CIH
Notes will include an amount equal to any cash interest accrued and unpaid
to,
but not including, the settlement date on the corresponding series of Old
2011-2012 Notes exchanged for CIH Notes. Such amount will be paid on the
first
date after the settlement date on which cash interest would be paid on the
corresponding series of Old 2011-2012 Notes so exchanged.
The
new
notes have not been registered under the Securities Act of 1933, as amended,
and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. CCH I and CIH will enter
into a registration rights agreement pursuant to which they will agree to
file
an exchange offer registration statement with
the
Securities and Exchange Commission with respect to the CCH I Notes and CIH
Notes.
The
complete terms and conditions of the exchange offers are set forth in the
informational documents relating to the offers. The exchange offers are subject
to significant conditions that are described in the informational documents.
Documents
relating to the offers will only be distributed to noteholders who complete
and
return a letter of eligibility confirming that they are within the category
of
eligible investors for this private offer. Noteholders who desire a copy
of the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the offers, at (866) 470-3800 (U.S. Toll-free) or (212)
430-3774 (Collect).
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., a broadband communications company, provides a full
range
of advanced broadband services to the home, including cable television on
an
advanced digital video programming platform via Charter Digital™, Charter
High-Speed™ Internet service and Charter Telephone™. Charter Business™ provides
scalable, tailored and cost-effective broadband communications solutions
to
organizations of all sizes through business-to-business Internet, data
networking, video and music services. Advertising sales and production services
are sold under the Charter Media® brand. More information about Charter can be
found at www.charter.com .
#
#
#
Contact:
Press: Analysts:
David
Andersen Mary
Jo
Moehle
(314)
543-2213 (314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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. Many of the forward-looking statements contained
in this
release may
be identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated" 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 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;
|
| · |
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 a stable customer base, particularly in
the face
of increasingly aggressive competition from other service
providers;
|
| · |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which would result in a violation
of the
applicable facility or indenture and could trigger a default of
other
obligations under cross-default
provisions;
|
| · |
our
ability to repay or refinance debt as it becomes
due;
|
| · |
our
ability to obtain programming at reasonable prices or to pass cost
increases on to our customers;
|
| · |
general
business conditions, economic uncertainty or slowdown;
and
|
| · |
the
effects of governmental regulation, including but not limited to
local
franchise taxing 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.
The
information appearing in the table below, as of the date hereof, supersedes
the
information in the table appearing under the heading "Selling Securityholders"
in the Prospectus:
|
Shares
of Class A
|
|
||||||||||||
|
|
|
Convertible
Senior Notes
|
|
Common
Stock
|
|||||||||
|
|
|
|
|
|
|
Shares
of
|
|
|
|
||||
|
|
|
|
|
|
|
Class
A
|
|
|
|
||||
|
|
|
|
|
Principal
|
|
Common
|
|
|
|
||||
|
|
|
Amount
of
|
|
Amount
of
|
|
Stock
|
|
|
|
||||
|
|
|
Notes
Owned
|
|
Notes
That
|
|
Owned
|
|
Shares
That
|
|
||||
|
Selling
Securityholder
|
|
Before
Offering
|
|
May
Be Sold
|
|
Before
Offering
|
|
May
Be Sold
|
|||||
|
ADAR
Investment Fund LTD
|
$
|
22,145,000
|
$
|
22,145,000
|
9,150,825
|
9,150,825
|
|||||||
|
AG
Offshore Convertibles, Ltd.
|
$
|
30,500,000
|
$
|
30,500,000
|
12,603,304
|
12,603,304
|
|||||||
|
AHFP
Context
|
$
|
300,000
|
$
|
300,000
|
123,966
|
123,966
|
|||||||
|
Akanthos
Arbitrage Master Fund, LP
|
$
|
16,000,000
|
$
|
16,000,000
|
6,611,569
|
6,611,569
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund L.P.
|
$
|
2,590,000
|
$
|
2,590,000
|
1,070,247
|
1,070,247
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund II, L.P.
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund (Bermuda) Ltd.
|
$
|
7,670,000
|
$
|
7,670,000
|
3,169,421
|
3,169,421
|
|||||||
|
Argent
Opportunities Fund LLC
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Banc
of America Securities LLC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Basso
Fund Ltd.
|
$
|
2,392,000
|
$
|
2,392,000
|
988,429
|
988,429
|
|||||||
|
Basso
Holdings Ltd.
|
$
|
5,290,000
|
$
|
5,290,000
|
2,185,950
|
2,185,950
|
|||||||
|
Basso
Multi-Strategy Holding Fund Ltd.
|
$
|
11,290,000
|
$
|
11,290,000
|
4,665,288
|
4,665,288
|
|||||||
|
BBT
Fund, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Bear,
Stearns & Co., Inc.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
CC
Convertible Arbitrage, Ltd.
|
$
|
4,950,000
|
$
|
4,950,000
|
2,045,454
|
2,045,454
|
|||||||
|
Citadel
Equity Fund Ltd.
|
$
|
10,000,000
|
$
|
10,000,000
|
4,132,231
|
4,132,231
|
|||||||
|
Citigroup
Global Markets, Inc.(1)
|
$
|
23,751,000
|
$
|
23,751,000
|
9,814,461
|
9,814,461
|
|||||||
|
Citigroup
Global Markets Ltd.(1)
|
$
|
141,387,000
|
$
|
141,387,000
|
58,424,374
|
58,424,374
|
|||||||
|
CNH
CA Master Account, L.P.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Concentrated
Alpha Partners, L.P.
|
$
|
1,050,000
|
$
|
1,050,000
|
433,884
|
433,884
|
|||||||
|
Context
Convertible Arbitrage Fund, LP
|
$
|
1,725,000
|
$
|
1,725,000
|
712,809
|
712,809
|
|||||||
|
Context
Convertible Arbitrage Offshore, Ltd.
|
$
|
5,400,000
|
$
|
5,400,000
|
2,231,404
|
2,231,404
|
|||||||
|
Corporate
High Yield III, Inc.
|
$
|
945,000
|
$
|
945,000
|
390,495
|
390,495
|
|||||||
|
Corporate
High Yield V, Inc.
|
$
|
1,555,000
|
$
|
1,555,000
|
642,561
|
642,561
|
|||||||
|
Corporate
High Yield VI, Inc.
|
$
|
1,625,000
|
$
|
1,625,000
|
671,487
|
671,487
|
|||||||
|
Corporate
High Yield Fund, Inc.
|
$
|
875,000
|
$
|
875,000
|
361,570
|
361,570
|
|||||||
|
Credit
Suisse First Boston Europe LTD
|
$
|
25,000,000
|
$
|
25,000,000
|
10,330,577
|
10,330,577
|
|||||||
|
Credit
Suisse First Boston LLC
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
DBAG
London
|
$
|
13,600,000
|
$
|
13,600,000
|
5,619,834
|
5,619,834
|
|||||||
|
Deephaven
Domestic Convertible Trading Ltd.
|
$
|
4,650,000
|
$
|
4,650,000
|
1,921,487
|
1,921,487
|
|||||||
|
Delaware
Delchester Fund
|
$
|
1,080,000
|
$
|
1,080,000
|
446,280
|
446,280
|
|||||||
|
Delaware
Diversified Income Fund
|
$
|
415,000
|
$
|
415,000
|
171,487
|
171,487
|
|||||||
|
Delaware
Dividend Income Fund
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Delaware
Group Equity Funds I-Delaware balanced Fund Series
|
$
|
10,000
|
$
|
10,000
|
4,132
|
4,132
|
|||||||
|
Delaware
High-Yield Opportunities Fund
|
$
|
290,000
|
$
|
290,000
|
119,834
|
119,834
|
|||||||
|
Delaware
VIP Diversified Income Series
|
$
|
45,000
|
$
|
45,000
|
18,595
|
18,595
|
|||||||
|
Delaware
VIP High Yield Series
|
$
|
655,000
|
$
|
655,000
|
270,661
|
270,661
|
|||||||
|
Deutsche
Bank Securities Inc.
|
$
|
4,584,000
|
$
|
4,584,000
|
1,894,214
|
1,894,214
|
|||||||
|
Dividend
& Income Fund
|
$
|
165,000
|
$
|
165,000
|
68,181
|
68,181
|
|||||||
|
DKR
Saturn Multi-Strategy Holding Fund Ltd.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Edge
Investment Master Fund, LTD
|
$
|
3,500
|
$
|
3,500
|
1,446
|
1,446
|
|||||||
|
Eton
Park Fund, L.P.
|
$
|
1,872,000
|
$
|
1,872,000
|
773,553
|
773,553
|
|||||||
|
Eton
Park Master Fund, Ltd.
|
$
|
2,928,000
|
$
|
2,928,000
|
1,209,917
|
1,209,917
|
|||||||
|
Finch
Tactical Plus Class B
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Fore
Convertible Master Fund, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Fore
ERISA Fund, Ltd.
|
$
|
179,000
|
$
|
179,000
|
73,966
|
73,966
|
|||||||
|
Fore
Multi Strategy Master Fund, Ltd.
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Fore
Opportunity Fund, LP
|
$
|
69,000
|
$
|
69,000
|
28,512
|
28,512
|
|||||||
|
Fore
Opportunity Offshore Fund, Ltd
|
$
|
231,000
|
$
|
231,000
|
95,454
|
95,454
|
|||||||
|
Geode
U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital
Master Fund Ltd.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Global
Dividend & Income Fund
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Goldman
Sachs & Co.
|
$
|
47,313,000
|
$
|
47,313,000
|
19,550,824
|
19,550,824
|
|||||||
|
Grace
Brothers, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Guggenheim
Portfolio Company VIII (Cayman), Ltd.
|
$
|
1,138,000
|
$
|
1,138,000
|
470,247
|
470,247
|
|||||||
|
HFR
RVA Combined Master Trust
|
$
|
125,000
|
$
|
125,000
|
51,652
|
51,652
|
|||||||
|
Highbridge
International LLC
|
$
|
36,520,000
|
$
|
36,520,000
|
15,090,907
|
15,090,907
|
|||||||
|
Kamunting
Street Master Fund, LTD
|
$
|
22,500,000
|
$
|
22,500,000
|
9,297,519
|
9,297,519
|
|||||||
|
KBC
Financial Products USA Inc.
|
$
|
4,885,000
|
$
|
4,885,000
|
2,018,594
|
2,018,594
|
|||||||
|
KDC
Convertible Arbfund L.P.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Laurel
Ridge Capital, LP
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
LDG
Limited
|
$
|
322,000
|
$
|
322,000
|
133,057
|
133,057
|
|||||||
|
Lincoln
National Life Insurance Company Separate Account 20
|
$
|
590,000
|
$
|
590,000
|
243,801
|
243,801
|
|||||||
|
Lyxor/
Context Fund Ltd.
|
$
|
1,075,000
|
$
|
1,075,000
|
444,214
|
444,214
|
|||||||
|
Man
Mac I, Limited
|
$
|
3,391,000
|
$
|
3,391,000
|
1,401,239
|
1,401,239
|
|||||||
|
Marathon
Global Convertible Master Fund Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Merced
Partners Limited Partnership
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Merrill
Lynch Bond High Income Fund
|
$
|
9,000,000
|
$
|
9,000,000
|
3,719,007
|
3,719,007
|
|||||||
|
Merrill
Lynch Global Investment Series: Income Strategies Fund
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
MLIF
US High Yield Fund, Inc.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
ML
Master US High Yield Fund, Inc.
|
$
|
2,200,000
|
$
|
2,200,000
|
909,090
|
909,090
|
|||||||
|
Mohican
VCA Master Fund, Ltd.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Morgan
Stanley Convertible Securities Trust
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
MSS
Convertible Arbitrage 1 c/o TQA Investors, LLC
|
$
|
31,000
|
$
|
31,000
|
12,809
|
12,809
|
|||||||
|
National
Bank of Canada
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Oppenheimer
Convertible Securities Fund
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Optimum
Fixed Income Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
PIMCO
Convertible Fund
|
$
|
275,000
|
$
|
275,000
|
113,636
|
113,636
|
|||||||
|
President
and Fellows of Harvard College
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
PSEG
Master Employee Benefit Plan Trust
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Putnam
Convertible Income-Growth Trust
|
$
|
8,425,000
|
$
|
8,425,000
|
3,481,404
|
3,481,404
|
|||||||
|
Putnam
High Income Bond Fund
|
$
|
2,075,000
|
$
|
2,075,000
|
857,437
|
857,437
|
|||||||
|
Raytheon
Savings & Investment Plan Trust
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Regiment
Capital, Ltd.
|
$
|
650,000
|
$
|
650,000
|
268,595
|
268,595
|
|||||||
|
Royal
Bank of Canada (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Royal
Bank of Ontario
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Salomon
Brothers Asset Management, Inc.
|
$
|
9,350,000
|
$
|
9,350,000
|
3,863,635
|
3,863,635
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Diversified Arbitrage Strategies Fund Ltd.
|
$
|
357,000
|
$
|
357,000
|
147,520
|
147,520
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Enhanced Arbitrage Strategies Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
QIP
Multi Strategy Arbitrage Portfolio
|
$
|
1,692,000
|
$
|
1,692,000
|
699,173
|
699,173
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LTD
|
$
|
698,000
|
$
|
698,000
|
288,429
|
288,429
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LP
|
$
|
48,000
|
$
|
48,000
|
19,834
|
19,834
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Arbitrage LTD
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Satellite
Asset Management, L.P.
|
$
|
12,300,000
|
$
|
12,300,000
|
5,082,644
|
5,082,644
|
|||||||
|
Severn
River Master Fund, Ltd.
|
$
|
8,000,000
|
$
|
8,000,000
|
3,305,784
|
3,305,784
|
|||||||
|
Sphinx
Convertible Arbitrage Fund SPC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Sphinx
Fund c/o TQA Investors, LLC
|
$
|
496,000
|
$
|
496,000
|
204,958
|
204,958
|
|||||||
|
SRI
Fund, L.P.
|
$
|
180,000
|
$
|
180,000
|
74,380
|
74,380
|
|||||||
|
St.
Albans Partners Ltd.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Sturgeon
Limited
|
$
|
71,000
|
$
|
71,000
|
29,338
|
29,338
|
|||||||
|
Susquehanna
Capital Group
|
$
|
6,980,000
|
$
|
6,980,000
|
2,884,297
|
2,884,297
|
|||||||
|
SuttonBrook
Capital Portfolio LP
|
$
|
12,500,000
|
$
|
12,500,000
|
5,165,288
|
5,165,288
|
|||||||
|
Tamarack
International, Ltd.
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Tempo
Master Fund, LP
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Tenor
Opportunity Master Fund Ltd.
|
$
|
4,200,000
|
$
|
4,200,000
|
1,735,537
|
1,735,537
|
|||||||
|
The
High-Yield Bond Portfolio
|
$
|
15,000
|
$
|
15,000
|
6,198
|
6,198
|
|||||||
|
TQA
Master Fund, Ltd.
|
$
|
2,836,000
|
$
|
2,836,000
|
1,171,900
|
1,171,900
|
|||||||
|
TQA
Master Plus Fund, Ltd.
|
$
|
4,551,000
|
$
|
4,551,000
|
1,880,578
|
1,880,578
|
|||||||
|
UBS
AG London Branch
|
$
|
45,500,000
|
$
|
45,500,000
|
18,801,651
|
18,801,651
|
|||||||
|
UBS
AG London F/ B/ O HFS
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
UBS
O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master
Limited
|
$
|
6,000,000
|
$
|
6,000,000
|
2,479,338
|
2,479,338
|
|||||||
|
Univest
Convertible Arbitrage Fund II Ltd. (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Van
Kampen Harbor Fund
|
$
|
1,200,000
|
$
|
1,200,000
|
495,867
|
495,867
|
|||||||
|
Whitebox
Convertible Arbitrage Partners, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Whitebox
Hedged High Yield Partners, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
White
River Securities LLC
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Wolverine
Convertible Arbitrage Fund Limited
|
$
|
250,000
|
$
|
250,000
|
103,305
|
103,305
|
|||||||
|
World
Income Fund, Inc.
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
Yield
Strategies Fund I, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Yield
Strategies Fund II, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Zurich
Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC
|
$
|
696,000
|
$
|
696,000
|
287,603
|
287,603
|
|||||||
(1) These
entities and/or their affiliates have provided, and may from time to time
provide, investment banking services to Charter Communications, Inc. and
its
subsidiaries, including, among other things, acting as lead and/or co-manager
with respect to offerings of debt and equity securities.
If,
after
the date of this prospectus, a secuityholder notifies us pursuant to the
registration rights agreement of its intent to dispose of convertible senior
notes pursuant to the regisration statement, we may supplement this prospectus
to include that information.