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): March 18, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-27927
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43-1857213
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 18, 2008, the Compensation and
Benefits Committee ("Committee") of the Board of Directors of Charter
Communications, Inc. ("Company") approved awards for 2008 to eligible
participants under a new incentive program ("2008 IP") adopted under the
Company's 2001 Stock Incentive Plan (the "2001 Plan"). The 2008 IP provides for
the grant of incentive awards, made up of: (a) one-third in restricted shares of
the Company's Class A common stock, (b) one-third in performance units as
defined in the 2001 Plan and (c) one-third in "performance cash."
Under the 2008 IP, one-third of the
restricted shares will vest on each of the first three anniversaries of the date
of the award. With respect to the remainder of a participant's 2008
IP award of performance units and performance cash, in early 2009, the Committee
will determine if and to what degree the Company has reached its 2008
performance goals under the 2008 IP metrics, which performance will determine
the number of performance units and the amount of performance cash earned for
the year (with a maximum attainment of 200% of the amounts
awarded). Upon such determination, one-third of the earned
performance units will be converted into a number of shares of the Company's
Class A common stock, and such shares will immediately vest and be issued to the
participants. Likewise, one-third of the earned performance cash will
immediately vest and be paid to the participants. The remaining balances of
performance units and the performance cash will be allocated to a book-entry
"performance bank" for each participant. One-third of the units and
one-third of the cash allocated to this performance bank will vest and be
issued/paid to participants each year thereafter. In addition, the
units and cash allocated to each participant’s performance bank will be adjusted
upward or downward by as much as 10% of the balance each year based upon the
Company’s performance for the following two years.
In the event of a participant's
voluntary termination, termination by the Company "for cause," or termination by
reason of death or disability, all unvested restricted stock, all unearned
performance units and all performance bank amounts would be immediately
forfeited. In the event of retirement as defined in the 2001 Plan,
restricted stock vesting would continue and performance bank balances would be
paid out over three years following retirement.
In the event of involuntary termination
without cause prior to the occurrence of certain corporate transactions
(involving a change-in-control or going private transaction), Executive Vice
Presidents would receive two years of vesting for restricted stock (other
participants would receive one year) and payout of that portion of the
performance bank that was scheduled to occur within six months of the date of
termination. Upon such a termination, the individual's performance
award opportunity for the year of termination would be immediately forfeited
(subject to the terms of any applicable employment agreements).
In the event that the Company is
involved in a corporate transaction involving a change in control or going
private transaction following which the awards under the 2008 IP are not
continued, or in the event of a change-in-control and subsequent termination of
employment without cause or for good reason, the 2008 IP generally provides for
full vesting acceleration of the existing restricted stock and performance
awards and immediate payout of performance bank balances. In the case of
awards to Senior Vice Presidents and above made in March 2008, certain limits on
the total benefit received with respect to such award will apply in the event a
public announcement of a change in control or going private transaction
involving the Company occurs within 90 days after such award.
Under the 2008 IP, the Committee
awarded to Michael Lovett, Executive Vice President and Chief Operating Officer,
1,152,270 shares of restricted stock, 1,355,610 performance units and $933,330
of performance cash; and to Grier Raclin, Executive Vice President, General
Counsel and Corporate Secretary, 370,380 shares of restricted stock, 435,720
performance units and $300,000 of performance cash; and the Committee
recommended to the Board of Directors that it grant to Neil Smit, President and
CEO, 1,851,840 shares of restricted stock, 2,178,660 performance units and
$1,500,000 of performance cash.
ITEM
8.01 OTHER EVENTS.
(a) The
Company announced that on March 19, 2008, its subsidiary, Charter Communications
Operating, LLC ("Charter Operating"), closed on the sale of $546 million
principal amount of 10.875% 2nd lien notes due 2014 ("the Notes") in a private
transaction. At the closing, the amount of the Notes was upsized from the amount
previously announced. The proceeds from the sale of the Notes were
used to repay, but not permanently reduce, the outstanding debt balances under
the existing revolving credit facility of Charter Operating.
(b) The Company also announced that its
subsidiary, Charter Operating has closed on $500 million principal amount of
incremental term loans (the "Incremental Term Loans") under the Charter
Operating credit facilities. The net proceeds of the Incremental Term
Loans will be used for general corporate purposes.
The press releases announcing these
transactions are attached as Exhibits 99.1 and 99.2, respectively.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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|
Description
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| 99.1 |
Press
Release dated March 20, 2008. *
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| 99.2 |
Press
Release dated March 20, 2008.
*
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* 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: March
24, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice President,
Controller and Chief Accounting
Officer
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EXHIBIT INDEX
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Exhibit
Number
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|
Description
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| 99.1 |
Press
Release dated March 20, 2008. *
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| 99.2 |
Press
Release dated March 20, 2008. *
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* filed
herewith
Exhibit
99.1
NEWS
FOR
RELEASE: Thursday March 20, 2008
Charter
Closes on $546 Million 2nd Lien
Notes
St. Louis, Missouri – Charter
Communications, Inc. (NASDAQ:CHTR) (the “Company”) announced that on March 19,
2008, its subsidiary, Charter Communications Operating, LLC (“Charter
Operating”), closed on the sale of $546 million principal amount of 10.875%
2nd
lien notes due 2014 (“the Notes”) in a private transaction. At the closing, the
amount of the Notes was upsized from the amount previously
announced.
The
proceeds from the sale of the Notes were used to repay, but not permanently
reduce, the outstanding debt balances under the existing revolving credit
facility of Charter Operating.
The Notes
were sold to qualified institutional buyers in reliance on Rule 144A and outside
the United States to non-U.S. persons in reliance on Regulation S. The Notes
will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of the Notes
in any state in which such offer, 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 advanced Charter
Digital® video entertainment programming, Charter High-Speed™ Internet access
service, and Charter Telephone™ services. 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:
Mary Jo
Moehle
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, and Section 21E of the Securities
Exchange Act of 1934, as amended, 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 release 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 other
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 fund debt
obligations (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, if not cured in a timely manner, 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;
|
| · | the impact of competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers, and digital subscriber line (“DSL”) providers; | |
| · | difficulties in growing, further introducing, and operating our telephone services, while adequately meeting customer expectations for the reliability of voice services; | |
| · | 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, including the
recent significant slowdown in the new housing sector and overall economy;
and
|
|
|
·
|
the
effects of governmental regulation 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.
# # #
Exhibit
99.2
NEWS
FOR
RELEASE: Thursday March 20, 2008
Charter
Closes on $500 Million
in
Incremental Term Loan Financing
St. Louis,
Missouri – Charter Communications, Inc. (NASDAQ:CHTR) (the
“Company”) announced today that its subsidiary, Charter Communications
Operating, LLC (“Charter Operating”), has closed on $500 million
principal amount of incremental term loans (the “Incremental Term Loans”) under
the Charter Operating credit facilities.
The net
proceeds of the Incremental Term Loans will be used for general corporate
purposes.
The
Incremental Term Loans have a final maturity of March 6, 2014 and prior to this
date will amortize in quarterly principal installments totaling 1% annually
beginning on June 30, 2008. The Incremental Term Loans bear interest
at LIBOR plus 5.0%, with a LIBOR floor of 3.5%, and are otherwise governed by
and subject to the existing terms of the Charter Operating credit
facilities.
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 advanced Charter
Digital® video entertainment programming, Charter High-Speed™ Internet access
service, and Charter Telephone™ services. 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:
Mary Jo
Moehle
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, and Section 21E of the Securities
Exchange Act of 1934, as amended, 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 release 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 other
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 fund debt
obligations (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, if not cured in a timely manner, 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;
|
| · | the impact of competition from other distributors, including incumbent telephone companies, direct broadcast satellite operators, wireless broadband providers, and digital subscriber line (“DSL”) providers; | |
|
·
|
difficulties in growing, further introducing, and operating our telephone services, while adequately meeting customer expectations for the reliability of voice services; | |
| · | 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, including the
recent significant slowdown in the new housing sector and overall economy;
and
|
|
|
·
|
the
effects of governmental regulation 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.
# # #