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): July
1, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
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43-1857213
|
|
|
(Commission
File Number)
|
(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:
|
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)
|
| 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
2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.
On July 1, 2006, Charter Communications Operating, LLC ("Charter Operating"), an indirect subsidiary of Charter Communications, Inc., completed the sale of various geographically non-strategic assets to Cebridge Acquisition Co., LLC and Telecommunication Management, LLC, operating as NewWave Communications; for aggregate proceeds of approximately $896 million, subject to post-closing adjustments. The transactions include cable television systems in West Virginia and Virginia sold to Cebridge and in Illinois and Kentucky sold to NewWave. The systems sold to Cebridge serve approximately 242,600 analog video customers and those purchased by NewWave serve approximately 75,200 analog video customers.
A
press
release announcing the completion of the sales is included herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 2.01:
|
Exhibit
Number
|
Description
|
|
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99.1
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Press
release dated as of July 3, 2006.
*
|
* 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:
July 6, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
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99.1
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Press
release dated as of July 3, 2006. *
|
* filed
herewith
Exhibit
99.1
NEWS
FOR
RELEASE: Tuesday, July 3, 2006
Charter
Completes Sales to Cebridge and New Wave Communications
Sale
of
Assets Enhances Operating Efficiency and Improves Liquidity
ST.
LOUIS, July 3, 2006 -- Charter Communications, Inc. (Nasdaq:CHTR) (the "Company"
or "Charter") today announced completion of the sales of various geographically
non-strategic assets to Cebridge Acquisition Co., LLC and New Wave
Communications for aggregate proceeds of approximately $896 million, subject
to
post-closing adjustments. The transactions, which were announced in February
2006, include certain cable television systems in West Virginia and Virginia,
sold to Cebridge, and in Illinois and Kentucky, sold to New Wave.
“These
sales reflect our strategy to divest geographically non-strategic assets
aimed
at enhancing overall operating efficiency, while also increasing the Company’s
liquidity,” Charter President and CEO Neil Smit said.
The
systems purchased by Cebridge (which now operates as Suddenlink Communications)
serve approximately 242,600 analog video customers, and those purchased by
New
Wave serve approximately 75,200 analog video customers.
Daniels
& Associates and JPMorgan Securities Inc. advised Charter in these
transactions.
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
digital
video entertainment programming (Charter Digital™), 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, and video and music entertainment services. 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.
About
Suddenlink Communications
Formerly
known as Cebridge Connections, Suddenlink is now among the nation’s 10 largest
cable system operators, serving approximately 1.4 million customers and offering
digital television, phone, security, and high-speed Internet services.
About
New
Wave
New
Wave
is a cable television provider primarily in small and mid-sized communities
in
the Midwest and Southeast United States that offers a wide range of products
including cable television, high speed data services and telephone service.
NewWave currently serves nearly 20,000 customers and is headquartered in
Sikeston, Missouri. Wachovia Capital Partners back the company as financial
partners. Wachovia Capital Partners is the principal investing arm of Wachovia
Corporation and has invested more than $2.7 billion of capital since inception.
Waller Capital Corp. assisted NewWave in the acquisition of these properties.
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," "aimed" 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:
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.
CONTACT:
Charter Communications, Inc.:
Anita
Lamont, 314-543-2215
or
Mary
Jo
Moehle, 314-543-2397
or
Cebridge
Acquisition Co., LLC:
Pete
Abel, 314-315-9346
or
New
Wave
Communications:
Jim
Gleason, 573-472-9500