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 15, 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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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
8.01 OTHER EVENTS.
On October
15, 2008 Charter Communications, Inc. announced interim results and an amendment
for the previously announced cash tender offer by its subsidiary, Charter
Communications Holding Company, LLC (“Charter Holdco”), to purchase an amount of
Notes (including accrued and unpaid interest) of Charter Communications
Holdings, LLC not to exceed $100 million. As of 5:00 p.m.
Eastern Daylight Time (ET) on October 14, 2008, approximately $69 million of
Notes having an Acceptance Priority Level of 1 were tendered. No change
was made to the Total Consideration or Tender Offer Consideration for any series
of Notes having an Acceptance Level Priority of 1. The initial settlement date
for Notes having an Acceptance Priority Level of 1 that were tendered prior to
the Early Tender Time occured on October 17, 2008. Charter Holdco has
decreased the Tender Offer Consideration and the Total Consideration for each
series of Notes having an Acceptance Priority Level of 2 (the “Affected Notes”),
validly tendered and accepted for purchase pursuant to the Offer. The
Early Tender Time for the Affected Notes has been extended until the Expiration
Time, which is 5:00 p.m. ET, on Wednesday, October 29, 2008.
The press
release dated October 15, 2008 announcing the interim results and the amendment
of the tender offer is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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99.1*
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Press
release dated October 15, 2008 announcing interim results and amendment of
tender offer.
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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: October
17, 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*
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Press
release dated October 15, 2008 announcing interim results and amendment of
tender offer.
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* filed
herewith
Exhibit
99.1
NEWS
Charter
Announces Interim Results and Amendment of $100 Million Tender Offer for Debt
Securities
St.
Louis, Missouri, October 15, 2008 – Charter Communications, Inc. (NASDAQ:CHTR)
announced today interim results and amendment for the previously announced cash
tender offer by its subsidiary, Charter Communications Holding Company, LLC
(“Charter Holdco”), to purchase an amount of Notes (including accrued and unpaid
interest) of Charter Communications Holdings, LLC not to exceed $100
million (the “Maximum Payment Amount”).
As of
5:00 p.m. Eastern Daylight Time (ET) on October 14, 2008, approximately $69
million of Notes having an Acceptance Priority Level of 1 were tendered. No
change has been made to the Total Consideration or Tender Offer Consideration
for any series of Notes having an Acceptance Level Priority of 1. The initial
settlement date for Notes having an Acceptance Priority Level of 1 that were
tendered prior to the Early Tender Time is expected to occur on October 17,
2008.
Charter
Holdco has decreased the Tender Offer Consideration and the Total Consideration
for each series of Notes having an Acceptance Priority Level of 2 (the “Affected
Notes”), validly tendered and accepted for purchase pursuant to the Offer. The
“New Tender Offer Consideration” and “New Total Consideration” for each $1,000
principal amount of Affected Notes are set forth on the table below. The Early
Tender Time for the Affected Notes has been extended until the Expiration Time,
which is 5:00 p.m. ET, on Wednesday, October 29, 2008. Consequently the New
Total Consideration includes the Early Tender Premium of $15.00 per $1,000
principal amount of Affected Notes payable to Holders that validly tender, and
do not validly withdraw, their Affected Notes at or before the Expiration Time
and whose Affected Notes are accepted for purchase. Withdrawal rights for the
Affected Notes have been extended such that tenders of Affected Notes made at or
before 5:00 p.m. ET, on Tuesday, October 14,
2008, may be validly withdrawn at or
before the Expiration Time; however, tenders of Affected Notes made after 5:00
p.m., ET, on Tuesday, October 14, 2008, may not be withdrawn except to the
extent required by law.
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The
following table summarizes the material pricing terms, as amended, for each
$1,000 principal amount of Affected Notes that are accepted for
purchase.
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CUSIP
Numbers
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Title of Security
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New
Tender Offer Consideration
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Early
Tender Premium(1)
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New
Total Consideration
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16117PAK6
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10.000%
Senior Notes due 2009
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$935.00
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$15.00
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$950.00
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16117PAZ3
16117PAY6
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9.625%
Senior Notes due 2009
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$925.00
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$15.00
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$940.00
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______________________
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1.
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Holders
of Affected Notes who validly tender their Affected Notes will be eligible
to receive the Early Tender
Premium.
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If Notes
are validly tendered and not withdrawn at the Expiration Time, such that the
amount Charter Holdco would be required to pay for the purchase of such Notes,
together with accrued and unpaid interest, exceeds the Maximum Payment Amount,
Charter Holdco will (subject to the terms and conditions of the Tender Offer)
prorate the amount of Notes to be purchased having an Acceptance Priority Level
of 2.
The final
settlement date for Notes having an Acceptance Priority Level of 1 that are
tendered after the Early Tender Time but before the Expiration Time will be
within the first three trading days following the Expiration Time, if such Notes
have been accepted for purchase. The settlement date for Notes having an
Acceptance Priority Level of 2 will be within the first three trading days
following the Expiration Time, if such Notes have been accepted for
purchase.
Citi
Contact Information
Citi is
the Dealer Manager for the Tender Offer. Global Bondholder Services Corporation
is the Information Agent and Depositary. This press release is neither an offer
to purchase nor a solicitation of an offer to sell the Notes. The offer is made
only by an Offer to Purchase dated September 30, 2008, as supplemented by the
Supplement to the Offer to Purchase dated October 15, 2008, and the information
in this news release is qualified by reference to the Offer to Purchase. Persons
with questions regarding the offer should contact the Dealer Manager at (212)
723-6106 or toll-free at (800) 558-3745, or the Information Agent at (212)
430-3774 or toll-free at (866) 294-2200.
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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 Cable® 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:
Charter
Communications
Marty
Richmond
314-543-5621
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