View:
September
7,
2007
U.S.
Securities and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Attn:
Derek Swanson
|
|
Re: Charter
Communications Inc.'s Schedule 14C: Responses to SEC
Comments
|
Dear
Sir:
Reference
our phone conversation last week in which you provided us with comments on
Charter Communications, Inc.'s ("Charter") preliminary Schedule 14C filed with
the Securities and Exchange Commission on August 15, 2007. Attached
is Amendment #1 to the preliminary Schedule 14C, which incorporates your
comments and our responses. For your convenience we have listed your
comments below and referenced the new sections of the Amendment #1 to the
preliminary Schedule 14C which respond to your comments.
1. Include
a full discussion of the rights plan and how it relates to the proposal to
increase the number of authorized shares.
We
have
included a section in the Amendment #1 to the preliminary Schedule 14C entitled
"The Rights Agreement" which provides a full description of the plan and how
it
will operate.
2.
Disclose
the dilutive effects of the issuance of the new shares to current
shareholders.
We
have
included a section in the Amendment #1 to the preliminary Schedule 14C entitled
"Dilution Effect of Increasing the Number of Authorized Shares" which describes
the dilution effects of the new share issuance.
3. Address
the anti-takeover nature of the rights plan as called for in SEC release No.
34-15230.
We
have
included a section in the Amendment #1 to the preliminary Schedule 14C entitled
"Anti-Takeover Effects of Share Issuance" which provides the relevant
information described in the release.
If
you have any questions or comments,
please contact me by phone at 314.543.2407.
Sincerely,
/s/
Richard R.
Dykhouse
Richard
R.
Dykhouse
Vice
President and
Senior Counsel –
Security
Matters and
Assistant Secretary