FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 24, 2001
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
ITEM 5. OTHER ITEMS.
On September 24, 2001, Charter Communications Holdings, LLC ("Charter
Holdings") and its wholly owned subsidiary Charter Communications Holdings
Capital Corporation, subsidiaries of Charter Communications, Inc. (the
"Company"), announced that Jerry Kent, President and Chief Executive Officer of
the Company, had advised the Company that he did not intend to extend his
employment agreement, which runs through December 23, 2001. Accordingly, Mr.
Kent and the Company have mutually agreed to terminate his employment as
President and Chief Executive Officer of the Company, and that Mr. Kent would
resign from its Board of Directors effective September 28, 2001. A copy of the
press release is being filed as Exhibit 99.1 with this report.
ITEM 7. EXHIBITS.
99.1 Press release dated September 24, 2001 *
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC
Registrant
By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
Dated: September 24, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this Current
Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS CAPITAL
CORPORATION
Registrant
By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
Dated: September 24, 2001
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated September 24, 2001.
PRESS RELEASE EXHIBIT 99.1
FOR RELEASE: Sept. 24, 2001
Charter's Jerry Kent Will Not Extend Employment Agreement
ST. LOUIS -- Charter Communications, Inc. (Nasdaq:CHTR) today announced
that Jerry Kent had advised the Company that he did not intend to extend his
employment agreement, which runs through December 23, 2001. Accordingly, Mr.
Kent and the Company have mutually agreed to terminate his employment as
President and Chief Executive Officer of the Company, and that Mr. Kent would
resign from its Board of Directors effective September 28, 2001. Mr. Kent has
agreed to serve as a consultant to the Company for the balance of the year. Mr.
Kent will also sell his interests in Charter Investments, Inc. (CCI) to Paul
Allen, Chairman of the Board of Directors of Charter Communications, Inc. CCI is
the investment vehicle that holds most of Mr. Allen's and Mr. Kent's interests
in the Company.
In making the announcement, Mr. Allen said, "Jerry did an excellent job
as Charter's chief executive officer. He and the rest of the Charter team
successfully completed 14 major acquisitions, increasing Charter's basic
customers from 1.3 million to approximately 7 million, and making Charter the
nation's fourth-largest cable operator. We are grateful for all that Jerry has
done in contributing to Charter's success, and wish him well in whatever new
endeavors he engages in. The Charter Board intends to move forward to select a
new chief executive officer as quickly as practical. I am personally looking
forward to working closely with Charter's exceptional management team, and with
the new chief executive officer as we continue to build the most technologically
advanced provider of broadband services in the industry."
Mr. Kent said, "As a co-founder of Charter, this was a gut-wrenching
decision. The years I spent building Charter into one of the nation's largest
and most successful cable companies have been the most challenging and rewarding
in my career. I am proud of what the Charter team has accomplished. I am
grateful to Paul Allen for his support that permitted us to successfully
complete the major acquisitions which allowed Charter to grow so substantially,
and for his vision of a "Wired World." Needless to say, I wish Paul and the
entire Charter team every success as they build upon the strong foundation I am
leaving. I am proud to leave the Company in excellent position to be an industry
leader for the foreseeable future."
About Charter Communications
With nearly 7 million customers in 40 states, Charter Communications,
Inc., a Wired World(TM) company, is among the nation's largest broadband
communications companies. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced digital video
programming platform, marketed under the Charter Digital Cable(TM) brand; and
high-speed Internet access marketed under Charter Pipeline(TM) brand. Commercial
high-speed data, video and Internet solutions are provided under the Charter
Business Networks(TM) brand. Advertising sales and production services are sold
under the Charter Media(TM) brand.
A Fortune 500 company, Charter is the 2001 recipient of the Outstanding
Corporate Growth Award from the Association for Corporate Growth, the 2001 R.E.
"Ted" Turner Innovator of the Year Award from the Southern Cable
Telecommunications Association, and the 2000 Innovator Award for Technology from
Cablevision Magazine. More information about Charter can be found at
www.charter.com.
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Statements in this press release regarding Charter Communications' business that
are not historical facts may be "forward-looking statements." Forward-looking
statements are inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from any
such forward-looking statements are identified in the reports and documents
Charter files from time to time with the U.S. Securities and Exchange
Commission.
CONTACTS:
Media Analysts
Andy Morgan, 314-543-2217 Mary Jo Moehle, 314-543-2397
amorgan@chartercom.com mmoehle@chartercom.com