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): November 23, 2004
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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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)
ITEM 8.01. OTHER EVENTS.
Charter Communications, Inc. ("Charter"), today called for redemption approximately $588 million of its 5.75% Convertible Senior Notes due October 2005, CUSIP numbers 16117MAA5 and 16117MAB3 (the "2005 Notes") at 101.15% of principal amount, plus accrued and unpaid interest to the date of redemption, December 23, 2004. Charter had agreed to such redemption using a portion of the proceeds of its November 22, 2004 sale of approximately $862.5 million original principal amount of Convertible Senior Notes due 2009. Upon mailing the notice of redemption in accordance with the indenture governing the 2005 Notes, 2005 Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A press release announcing the redemption is attached hereto as Exhibit 99.1.
ITEM 9.01. EXHIBITS.
The following exhibit is not filed but furnished pursuant to Item 8.01:
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Exhibit |
Description |
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99.1 |
Press release dated as of November 23, 2004.* |
* furnished 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: November 23, 2004
By: /s/ Paul E. Martin
Name: Paul E. Martin
Title: Interim Co-Chief Financial Officer,
Senior Vice President and Controller
(Co-Principal Financial Officer and Principal Accounting Officer)
EXHIBIT INDEX
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Exhibit |
Description |
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99.1 |
Press release dated as of November 23, 2004.* |
* furnished herewith
Exhibit 99.1
NEWS
FOR RELEASE: Tuesday, November 23, 2004
Charter Communications, Inc.
Redeems $588 Million
Outstanding 5.75% Convertible Senior Notes
ST. LOUIS -- Charter Communications, Inc. ("Charter") (Nasdaq: CHTR) today announced it has called for redemption its 5.75% Convertible Senior Notes due 2005 ("the Notes"), CUSIP numbers 16117MAA5 and 16117MAB3.
Charter will redeem approximately $588 million of Notes, representing all of the outstanding Notes, at 101.15% of principal amount, plus accrued and unpaid interest to the date of redemption, on December 23, 2004.
To collect the redemption price, the Notes must be surrendered to the paying agent at the following address: BNY Midwest Trust Company, 2 North LaSalle, Suite 1020, Chicago, Illinois, 60602, Attention: Corporate Trust Department, Fax: (312) 827-8542.
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About Charter Communications
Charter Communications, Inc., a broadband communications company, provides a full range of advanced broadband services to the home, including cable television on an advanced digital video programming platform via Charter Digital™ and Charter High-Speed™ Internet service. Charter also provides business-to-business video, data and Internet protocol (IP) solutions through Charter Business™. Advertising sales and production services are sold under the Charter Media® brand. More information about Charter can be found at www.charter.com.
Contact:
Press:
Dave Andersen
314/543-2213
Analysts:
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 (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" 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.
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.