As
filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-121561
PROSPECTUS
SUPPLEMENT NO. 3
DATED
SEPTEMBER 15, 2005
Charter
Communications, Inc.
This
document supplements the prospectus, dated July 19, 2005, Prospectus Supplement
No. 1, dated August 9, 2005 and Prospectus Supplment No. 2, dated August 30,
2005 (collectively, the "Prospectus"), relating to the resale by certain holders
of up to $862,500,000 aggregate principal amount of Charter Communications,
Inc.’s 5.875% convertible senior notes due 2009 (the "Notes") and shares of
common stock issuable upon conversion thereof.
This
Prospectus Supplement relates to the resale by the holders of the Notes.
The
Prospectus is hereby amended by the information contained in the attached
Current Reports on Form 8-K filed on September 9, 2005 and September 15, 2005.
In addition, the
information appearing in the Selling Securityholder table included in this
Prospectus Supplement, as of the date hereof, supersedes the information in
the
table appearing under the heading "Selling Securityholders" in the
Prospectus.
If
the
information in this Prospectus Supplement is inconsistent with any information
contained in the Prospectus or in the reports, proxy statements or other
documents previously filed with the Securities and Exchange Commission
(collectively, the "SEC Reports") incorporated by reference in the Prospectus
or
delivered in connection therewith, the Prospectus and/or any SEC Report, as
applicable, shall be deemed superseded by this Supplement.
In
all
other ways, the Prospectus shall remain unchanged.
This
Prospectus Supplement should be read in conjunction with, and may not be
delivered or utilized without, the Prospectus.
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): September
2, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
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
|
Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
|
|
o
|
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))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Charter
Communications, Inc. ("Charter") has entered into employment
agreements with
Paul E. Martin, Senior Vice President, Interim Chief Financial
Officer,
Principal Accounting Officer and Corporate Controller ("Martin"),
as of
September 2, 2005; and Wayne H. Davis, Executive Vice President
and Chief
Technical Officer ("Davis"), as of September 7, 2005. These agreements,
which
are substantially similar, set forth the terms under which Martin
and Davis will
serve as executives of Charter. The term of these agreements
is two years from
the date of the respective agreement.
The
agreements provide that Martin and Davis (collectively "Executives")
shall be
employed in an executive capacity to perform such duties as are
assigned or
delegated by the President and Chief Executive Officer or the
designee thereof.
They shall be eligible to participate in Charter's Long-Term
Incentive Plan,
Stock Option Plan and to receive such employee benefits as are
available to
other senior executives. In the event that the Executives are
terminated by
Charter without "cause" or for "good reason termination," as
those terms are
defined in the employment agreements, the terminated Executive
will receive his
salary for the remainder of the term of the agreement or twelve
months' salary,
whichever is greater; a pro rata bonus for the year of termination;
twelve
months of COBRA payments; and the vesting of options and restricted
stock for as
long as severance payments are made. The employment agreements
contain one-year,
non-compete provisions (or until the end of the term of the agreement,
if
longer) in a Competitive Business, as such term is defined in
the agreements,
and two-year non-solicitation clauses.
The
respective agreements provide that Martin's salary shall be $240,625
and Davis'
salary $450,000. Martin's salary is in addition to the salary
and bonus amounts
set forth in the Letter Agreement dated April 15, 2005, and previously
filed as
an exhibit to Charter's current report on Form 8-K filed on April
19, 2005.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Employment
Agreement of Paul E. Martin dated as of September 2,
2005. (Exhibit 99.1
not included in this Prospectus Supplement).
|
|
|
99.2
|
Employment
Agreement of Wayne H. Davis dated as of September 7,
2005. (Exhibit 99.2
not included in this Prospectus
Supplement).
|
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): September
9, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
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
|
Written
communications pursuant to Rule 425 under
the Securities Act (17 CFR
230.425)
|
|
o
|
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))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
8.01. OTHER EVENTS.
On
September 12, 2005, Charter Communications, Inc. ("Charter")
announced the
results to date of the exchange offers by Charter
Communications Holdings, LLC ("Charter Holdings"),
CCH I, LLC ("CCH I")
and CCH I Holdings, LLC ("CIH") for any and all of certain
outstanding debt securities of Charter Holdings in a private
placement for new debt securities of CCH I and CIH.
CCH I, CIH and Charter
Holdings are indirect, wholly-owned subsidiaries of
Charter.
A
press
release announcing the results of the number of securities
tendered by the early
termination date, September 9, 2005, is attached
hereto as Exhibit
99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
release dated September 12, 2005. (Attached
hereto)
|
Exhibit
99.1
NEWS
FOR
RELEASE: 5:00 AM CT, Monday, September 12, 2005
CHARTER
COMMUNICATIONS ANNOUNCES
INTERIM
RESULTS OF PRIVATE DEBT EXCHANGE OFFERS
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) announced the results to date
of the
offers by its subsidiaries, CCH I, LLC (“CCH I”) and CCH I Holdings, LLC
(“CIH”), to exchange any and all of the approximately $8.43 billion aggregate
principal amount of outstanding debt securities (the “Old Notes”) of Charter
Communications Holdings, LLC in a private placement for new debt
securities.
As
of
5:00 p.m., Eastern Time (“ET”), on Friday, September 9, 2005 (the “early
participation date”), approximately $6.83 billion in total principal amount of
Old Notes (approximately 81%) had been validly tendered, consisting of
approximately $3.39 billion aggregate principal amount of Old Notes that
mature
in 2009 and 2010 (the “Old 2009-2010 Notes”) and approximately $3.44 billion
aggregate principal amount of Old Notes that mature in 2011 and 2012 (the
“Old
2011-2012 Notes”).
Based
upon the tenders to date and subject to consummation of the offers,
approximately $3.53 billion principal amount of new 11.00% Senior Secured
Notes
due 2015 of CCH I (the “CCH I Notes”) and approximately $2.50 billion in
aggregate principal amount of various series of Senior Accreting Notes
due 2014
and 2015 of CIH (the “CIH Notes”) would be issued and approximately $777 million
aggregate principal amount of Old 2009-2010 Notes and approximately $914
million
aggregate principal amount of Old 2011-2012 Notes would remain
outstanding.
The
table
below shows the principal amount of each series of Old 2009-2010 Notes
tendered
by the early participation date, the principal amount of new CCH I Notes
that
would be issued in the offer by series and the principal amount of Old
2009-2010
Notes that would remain outstanding by series subsequent to settlement,
based
upon the tenders to date and subject to consummation of the offers.
|
CUSIP
|
|
Principal
Amount Outstanding
|
|
Title
of the Old 2009-2010 Notes
|
|
Principal
Amount Tendered
|
|
Principal
Amount of
New
CCH I Notes
to
be Issued
|
|
Principal
Amount of
Old
Notes to Remain Outstanding
|
||||||
|
16117PAE0
|
$
|
1,244,067,000
|
8.625%
Senior Notes due 2009
|
$
|
951,151,000
|
$
|
789,455,000
|
$
|
292,916,000
|
|||||||
|
16117PAK6
|
640,437,000
|
10.00%
Senior Notes due 2009
|
486,209,000
|
417,532,000
|
154,228,000
|
|||||||||||
|
16117PAT7
|
874,000,000
|
10.75%
Senior Notes due 2009
|
743,152,000
|
640,040,000
|
130,848,000
|
|||||||||||
|
16117PAZ3
|
639,567,000
|
9.625%
Senior Notes due 2009
|
531,927,000
|
440,834,000
|
107,640,000
|
|||||||||||
|
16117PAL4
|
318,195,000
|
10.25%
Senior Notes due 2010
|
269,360,000
|
223,232,000
|
48,835,000
|
|||||||||||
|
16117PAM2
|
449,500,000
|
11.75%
Senior Discount Notes due 2010
|
406,821,000
|
351,392,000
|
42,679,000
|
|||||||||||
|
Total
|
$
|
4,165,766,000
|
$
|
3,388,620,000
|
$
|
2,862,485,000
|
$
|
777,146,000
|
||||||||
The
table
below shows the principal amount of each series of Old 2011-2012 Notes
tendered
by the early participation date, the principal amount of new CCH I Notes
that
would be issued in the offer by series, the principal amount of new CIH
Notes
that would be issued in the offer by series and the principal amount of
Old
2011-2012 Notes that would remain outstanding by series subsequent to
settlement, based upon the tenders to date and subject to consummation
of the
offers.
|
CUSIP
|
|
Principal
Amount Outstanding
|
|
Title
of the Old 2011-2012 Notes
|
|
Principal
Amount Tendered
|
|
Principal
Amount of New CCH I Notes
to
be Issued
|
|
Principal
Amount of New CIH Notes
to
be Issued
|
|
Principal
Amount of Old Notes to Remain Outstanding
|
|||||||
|
16117PAV2
|
$
|
500,000,000
|
11.125%
Senior Notes due 2011
|
$
|
311,907,000
|
$
|
106,511,000
|
$
|
149,775,000
|
$
|
216,877,000
|
||||||||
|
16117PAF7
|
1,108,180,000
|
9.920%
Senior Discount Notes due 2011
|
939,659,000
|
346,565,000
|
467,282,000
|
197,295,000
|
|||||||||||||
|
16117PBB5
|
709,630,000
|
10.00%
Senior Notes due 2011
|
563,671,000
|
209,439,000
|
288,232,000
|
153,315,000
|
|||||||||||||
|
16117PBD1
|
939,306,000
|
11.75%
Senior Discount Notes due 2011
|
819,149,000
|
-
|
803,002,000
|
136,304,000
|
|||||||||||||
|
16117PAW0
|
675,000,000
|
13.50%
Senior Discount Notes due 2011
|
588,921,000
|
-
|
580,671,000
|
94,329,000
|
|||||||||||||
|
16117PBH2
|
329,720,000
|
12.125%
Senior Discount Notes due 2012
|
218,228,000
|
-
|
214,108,000
|
115,612,000
|
|||||||||||||
|
Total
|
$
|
4,261,836,000
|
$
|
3,441,535,000
|
$
|
662,515,000
|
$
|
2,503,070,000
|
$
|
913,732,000
|
|||||||||
Based
upon the tenders to date and subject to consummation of the offers, the
Old
2011-2012 Notes tendered for CCH I Notes would be pro rated (in accordance
with
the terms of the offers) as follows:
| · |
Approximately
51% of the 11.125% Senior Notes due 2011, 9.92% Senior Discount
Notes due
2011 and 10.00% Senior Notes due 2011 tendered for CCH I Notes
would be
exchanged for CCH I Notes;
|
| · |
None
of the 11.75% Senior Discount Notes due 2011, 13.50% Senior Discount
Notes
due 2011 and 12.125% Senior Discount Notes due 2012 tendered
for CCH I
Notes would be exchanged for CCH I Notes;
and,
|
| · |
Approximately
$93 million principal amount of Old 2011-2012 Notes tendered
for the CCH I
Note option (with an election to have the Old Notes returned
in the event
of proration) would be returned.
|
Final
proration of tenders of the Old 2011-2012 Notes for CCH I Notes would be
determined based on the total amount of Old Notes tendered prior to the
expiration of the offers and, accordingly, the foregoing interim results
are
subject to change.
These
offers are scheduled to expire at 12:00 midnight ET, on September 26, 2005
(the
“expiration date”). Old Notes tendered after 5:00 p.m. ET, on September 9, 2005
will not receive the early participation payment. Old Notes tendered pursuant
to
the offers may no longer be withdrawn. The settlement date of the offers
is
expected to be on or about September 28, 2005.
The
offers are being made only to qualified institutional buyers and institutional
accredited investors inside the United States and to certain non-U.S. investors
located outside the United States.
The
complete terms and conditions of the exchange offers are set forth in the
informational documents relating to the offers. The consummation of the
exchange
offers is subject to significant conditions that are described in the
informational documents.
Documents
relating to the offers will only be distributed to holders who complete
and
return a letter of eligibility confirming that they are within the category
of
eligible investors for this private offer. Holders who desire a copy of
the
eligibility letter may contact Global Bondholder Service Corporation, the
information agent for the offers, at (866) 470-3800 (U.S. Toll-free) or
(212)
430-3774 (Collect).
This
press release shall not constitute an offer to sell or the solicitation
of an
offer to buy any security and shall not constitute an offer, solicitation
or
sale in any jurisdiction in which such offering, solicitation or sale would
be
unlawful.
###
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™, Charter
High-Speed™ Internet service and Charter Telephone™. Charter Business™ provides
scalable, tailored and cost-effective broadband communications solutions
to
organizations of all sizes through business-to-business Internet, data
networking, video and music services. 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: Analysts:
David
Andersen
Mary
Jo
Moehle
(314)
543-2213
(314)
543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements 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,
and include, but are not limited to:
| · |
the
availability of funds to meet interest payment obligations under
our debt
and to fund our operations and necessary capital expenditures,
either
through cash flows from operating activities, further borrowings
or other
sources;
|
| · |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone
and other
services and to maintain a stable customer base, particularly
in the face
of increasingly aggressive competition from other service
providers;
|
| · |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which would result in a violation
of the
applicable facility or indenture and could trigger a default
of other
obligations under cross-default
provisions;
|
| · |
our
ability to repay or refinance debt as it becomes
due;
|
| · |
our
ability to obtain programming at reasonable prices or to pass
cost
increases on to our customers;
|
| · |
general
business conditions, economic uncertainty or slowdown;
and
|
| · |
the
effects of governmental regulation, including but not limited
to local
franchise taxing authorities, on our business.
|
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.
The
information appearing in the table below, as of the date hereof, supersedes
the
information in the table appearing under the heading "Selling Securityholders"
in the Prospectus:
|
Shares
of Class A
|
|||||||||||||
|
Convertible
Senior Notes
|
Common
Stock
|
||||||||||||
|
|
|
|
|
Shares
of
|
|
|
|
||||||
|
|
|
|
|
|
|
Class
A
|
|
|
|
||||
|
|
|
|
|
Principal
|
|
Common
|
|
|
|
||||
|
|
|
Amount
of
|
|
Amount
of
|
|
Stock
|
|
|
|
||||
|
|
|
Notes
Owned
|
|
Notes
That
|
|
Owned
|
|
Shares
That
|
|
||||
|
Selling
Securityholder
|
|
Before
Offering
|
|
May
Be Sold
|
|
Before
Offering
|
|
May
Be Sold
|
|||||
|
ADAR
Investment Fund LTD
|
$
|
22,145,000
|
$
|
22,145,000
|
9,150,825
|
9,150,825
|
|||||||
|
AG
Offshore Convertibles, Ltd.
|
$
|
30,500,000
|
$
|
30,500,000
|
12,603,304
|
12,603,304
|
|||||||
|
AHFP
Context
|
$
|
300,000
|
$
|
300,000
|
123,966
|
123,966
|
|||||||
|
Akanthos
Arbitrage Master Fund, LP
|
$
|
16,000,000
|
$
|
16,000,000
|
6,611,569
|
6,611,569
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund L.P.
|
$
|
2,590,000
|
$
|
2,590,000
|
1,070,247
|
1,070,247
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund II, L.P.
|
$
|
350,000
|
$
|
350,000
|
144,625
|
144,628
|
|||||||
|
Argent
Classic Convertible Arbitrage Fund (Bermuda) Ltd.
|
$
|
7,670,000
|
$
|
7,670,000
|
3,169,421
|
3,169,421
|
|||||||
|
Argent
Opportunities Fund LLC
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Banc
of America Securities LLC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Basso
Fund Ltd.
|
$
|
2,392,000
|
$
|
2,392,000
|
988,429
|
988,429
|
|||||||
|
Basso
Holdings Ltd.
|
$
|
5,290,000
|
$
|
5,290,000
|
2,185,950
|
2,185,950
|
|||||||
|
Basso
Multi-Strategy Holding Fund Ltd.
|
$
|
11,290,000
|
$
|
11,290,000
|
4,665,288
|
4,665,288
|
|||||||
|
BBT
Fund, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Bear,
Stearns & Co., Inc.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
CC
Convertible Arbitrage, Ltd.
|
$
|
4,950,000
|
$
|
4,950,000
|
2,045,454
|
2,045,454
|
|||||||
|
Citadel
Equity Fund Ltd.
|
$
|
10,000,000
|
$
|
10,000,000
|
4,132,231
|
4,132,231
|
|||||||
|
Citigroup
Global Markets, Inc.(1)
|
$
|
23,751,000
|
$
|
23,751,000
|
9,814,461
|
9,814,461
|
|||||||
|
Citigroup
Global Markets Ltd.(1)
|
$
|
141,387,000
|
$
|
141,387,000
|
58,424,374
|
58,424,374
|
|||||||
|
CNH
CA Master Account, L.P.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Concentrated
Alpha Partners, L.P.
|
$
|
1,050,000
|
$
|
1,050,000
|
433,884
|
433,884
|
|||||||
|
Context
Convertible Arbitrage Fund, LP
|
$
|
1,725,000
|
$
|
1,725,000
|
712,809
|
712,809
|
|||||||
|
Context
Convertible Arbitrage Offshore, Ltd.
|
$
|
5,400,000
|
$
|
5,400,000
|
2,231,404
|
2,231,404
|
|||||||
|
Corporate
High Yield III, Inc.
|
$
|
945,000
|
$
|
945,000
|
390,495
|
390,495
|
|||||||
|
Corporate
High Yield V, Inc.
|
$
|
1,555,000
|
$
|
1,555,000
|
642,561
|
642,561
|
|||||||
|
Corporate
High Yield VI, Inc.
|
$
|
1,625,000
|
$
|
1,625,000
|
671,487
|
671,487
|
|||||||
|
Corporate
High Yield Fund, Inc.
|
$
|
875,000
|
$
|
875,000
|
361,570
|
361,570
|
|||||||
|
Credit
Suisse First Boston Europe LTD
|
$
|
25,000,000
|
$
|
25,000,000
|
10,330,577
|
10,330,577
|
|||||||
|
Credit
Suisse First Boston LLC
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
DBAG
London
|
$
|
13,600,000
|
$
|
13,600,000
|
5,619,834
|
5,619,834
|
|||||||
|
Deephaven
Domestic Convertible Trading Ltd.
|
$
|
4,650,000
|
$
|
4,650,000
|
1,921,487
|
1,921,487
|
|||||||
|
Delaware
Delchester Fund
|
$
|
1,080,000
|
$
|
1,080,000
|
446,280
|
446,280
|
|||||||
|
Delaware
Diversified Income Fund
|
$
|
415,000
|
$
|
415,000
|
171,487
|
171,487
|
|||||||
|
Delaware
Dividend Income Fund
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Delaware
Group Equity Funds I-Delaware Balanced Fund Series
|
$
|
10,000
|
$
|
10,000
|
4,132
|
4,132
|
|||||||
|
Delaware
High-Yield Opportunities Fund
|
$
|
290,000
|
$
|
290,000
|
119,834
|
119,834
|
|||||||
|
Delaware
VIP Diversified Income Series
|
$
|
45,000
|
$
|
45,000
|
18,595
|
18,595
|
|||||||
|
Delaware
VIP High Yield Series
|
$
|
655,000
|
$
|
655,000
|
270,661
|
270,661
|
|||||||
|
Deutsche
Bank Securities Inc.
|
$
|
4,584,000
|
$
|
4,584,000
|
1,894,214
|
1,894,214
|
|||||||
|
Dividend
& Income Fund
|
$
|
165,000
|
$
|
165,000
|
68,181
|
68,181
|
|||||||
|
DKR
Saturn Multi-Strategy Holding Fund Ltd.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Edge
Investment Master Fund, LTD
|
$
|
3,500
|
$
|
3,500
|
1,446
|
1,446
|
|||||||
|
Eton
Park Fund, L.P.
|
$
|
1,872,000
|
$
|
1,872,000
|
773,553
|
773,553
|
|||||||
|
Eton
Park Master Fund, Ltd.
|
$
|
2,928,000
|
$
|
2,928,000
|
1,209,917
|
1,209,917
|
|||||||
|
Fidelity
Advisor Series II: Fidelity Advisor High Income Advantage Fund
(2)
|
$
|
22,580,000
|
$
|
22,580,000
|
9,330,578
|
9,330,578
|
|||||||
| Fidelity Financial Trust: Fidelity Convertible Securities Fund (2) | $ | 11,300,000 | $ | 11,300,000 | 4,669,421 | 4,669,421 | |||||||
|
Fidelity
Financial Trust: Fidelity Strategic Dividend & Income Fund
(2)
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Fidelity
Management Trust Company on behalf of funds and accounts managed
by it
(3)
|
$
|
7,420,000
|
$
|
7,420,000
|
3,066,115
|
3,066,115
|
|||||||
|
Finch
Tactical Plus Class B
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Fore
Convertible Master Fund, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Fore
ERISA Fund, Ltd.
|
$
|
179,000
|
$
|
179,000
|
73,966
|
73,966
|
|||||||
|
Fore
Multi Strategy Master Fund, Ltd.
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Fore
Opportunity Fund, LP
|
$
|
69,000
|
$
|
69,000
|
28,512
|
28,512
|
|||||||
|
Fore
Opportunity Offshore Fund, Ltd
|
$
|
231,000
|
$
|
231,000
|
95,454
|
95,454
|
|||||||
|
Geode
U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital
Master Fund Ltd.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Global
Dividend & Income Fund
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Goldman
Sachs & Co.
|
$
|
47,313,000
|
$
|
47,313,000
|
19,550,824
|
19,550,824
|
|||||||
|
Grace
Brothers, Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Guggenheim
Portfolio Company VIII (Cayman), Ltd.
|
$
|
1,138,000
|
$
|
1,138,000
|
470,247
|
470,247
|
|||||||
|
HFR
RVA Combined Master Trust
|
$
|
125,000
|
$
|
125,000
|
51,652
|
51,652
|
|||||||
|
Highbridge
International LLC
|
$
|
36,520,000
|
$
|
36,520,000
|
15,090,907
|
15,090,907
|
|||||||
|
Kamunting
Street Master Fund, LTD
|
$
|
22,500,000
|
$
|
22,500,000
|
9,297,519
|
9,297,519
|
|||||||
|
KBC
Financial Products USA Inc.
|
$
|
4,885,000
|
$
|
4,885,000
|
2,018,594
|
2,018,594
|
|||||||
|
KDC
Convertible Arbfund L.P.
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Laurel
Ridge Capital, LP
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
LDG
Limited
|
$
|
322,000
|
$
|
322,000
|
133,057
|
133,057
|
|||||||
|
Lincoln
National Life Insurance Company Separate Account 20
|
$
|
590,000
|
$
|
590,000
|
243,801
|
243,801
|
|||||||
|
Lyxor/
Context Fund Ltd.
|
$
|
1,075,000
|
$
|
1,075,000
|
444,214
|
444,214
|
|||||||
|
Man
Mac I, Limited
|
$
|
3,391,000
|
$
|
3,391,000
|
1,401,239
|
1,401,239
|
|||||||
|
Marathon
Global Convertible Master Fund Ltd.
|
$
|
1,500,000
|
$
|
1,500,000
|
619,834
|
619,834
|
|||||||
|
Merced
Partners Limited Partnership
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Merrill
Lynch Bond High Income Fund
|
$
|
9,000,000
|
$
|
9,000,000
|
3,719,007
|
3,719,007
|
|||||||
|
Merrill
Lynch Global Investment Series: Income Strategies Fund
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
MLIF
US High Yield Fund, Inc.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
ML
Master US High Yield Fund, Inc.
|
$
|
2,200,000
|
$
|
2,200,000
|
909,090
|
909,090
|
|||||||
|
Mohican
VCA Master Fund, Ltd.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Morgan
Stanley Convertible Securities Trust
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
MSS
Convertible Arbitrage 1 c/o TQA Investors, LLC
|
$
|
31,000
|
$
|
31,000
|
12,809
|
12,809
|
|||||||
|
National
Bank of Canada
|
$
|
700,000
|
$
|
700,000
|
289,256
|
289,256
|
|||||||
|
Oppenheimer
Convertible Securities Fund
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Optimum
Fixed Income Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
PIMCO
Convertible Fund
|
$
|
275,000
|
$
|
275,000
|
113,636
|
113,636
|
|||||||
|
President
and Fellows of Harvard College
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
PSEG
Master Employee Benefit Plan Trust
|
$
|
200,000
|
$
|
200,000
|
82,644
|
82,644
|
|||||||
|
Putnam
Convertible Income-Growth Trust
|
$
|
8,425,000
|
$
|
8,425,000
|
3,481,404
|
3,481,404
|
|||||||
|
Putnam
High Income Bond Fund
|
$
|
2,075,000
|
$
|
2,075,000
|
857,437
|
857,437
|
|||||||
|
Quattro
Fund Ltd.
|
$
|
1,250,000
|
$
|
1,250,000
|
516,528
|
516,528
|
|||||||
|
Raytheon
Savings & Investment Plan Trust
|
$
|
150,000
|
$
|
150,000
|
61,983
|
61,983
|
|||||||
|
Regiment
Capital, Ltd.
|
$
|
650,000
|
$
|
650,000
|
268,595
|
268,595
|
|||||||
|
Ritchie
Capital Structure Arbitrage Trading, Ltd.
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
Royal
Bank of Canada (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Royal
Bank of Ontario
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Salomon
Brothers Asset Management, Inc.
|
$
|
9,350,000
|
$
|
9,350,000
|
3,863,635
|
3,863,635
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Diversified Arbitrage Strategies Fund Ltd.
|
$
|
357,000
|
$
|
357,000
|
147,520
|
147,520
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
Enhanced Arbitrage Strategies Fund
|
$
|
65,000
|
$
|
65,000
|
26,859
|
26,859
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Citigroup Alternative Investments
QIP
Multi Strategy Arbitrage Portfolio
|
$
|
1,692,000
|
$
|
1,692,000
|
699,173
|
699,173
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LTD
|
$
|
698,000
|
$
|
698,000
|
288,429
|
288,429
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Erisa Arbitrage
LP
|
$
|
48,000
|
$
|
48,000
|
19,834
|
19,834
|
|||||||
|
Saranac
Capital Management L.P. on behalf of Saranac Arbitrage LTD
|
$
|
40,000
|
$
|
40,000
|
16,528
|
16,528
|
|||||||
|
Satellite
Asset Management, L.P.
|
$
|
12,300,000
|
$
|
12,300,000
|
5,082,644
|
5,082,644
|
|||||||
|
Severn
River Master Fund, Ltd.
|
$
|
8,000,000
|
$
|
8,000,000
|
3,305,784
|
3,305,784
|
|||||||
|
Sphinx
Convertible Arbitrage Fund SPC
|
$
|
350,000
|
$
|
350,000
|
144,628
|
144,628
|
|||||||
|
Sphinx
Fund c/o TQA Investors, LLC
|
$
|
496,000
|
$
|
496,000
|
204,958
|
204,958
|
|||||||
|
SRI
Fund, L.P.
|
$
|
180,000
|
$
|
180,000
|
74,380
|
74,380
|
|||||||
|
St.
Albans Partners Ltd.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Sturgeon
Limited
|
$
|
71,000
|
$
|
71,000
|
29,338
|
29,338
|
|||||||
|
Susquehanna
Capital Group
|
$
|
6,980,000
|
$
|
6,980,000
|
2,884,297
|
2,884,297
|
|||||||
|
SuttonBrook
Capital Portfolio LP
|
$
|
12,500,000
|
$
|
12,500,000
|
5,165,288
|
5,165,288
|
|||||||
|
Tamarack
International, Ltd.
|
$
|
2,500,000
|
$
|
2,500,000
|
1,033,057
|
1,033,057
|
|||||||
|
Tempo
Master Fund, LP
|
$
|
2,000,000
|
$
|
2,000,000
|
826,446
|
826,446
|
|||||||
|
Tenor
Opportunity Master Fund Ltd.
|
$
|
4,200,000
|
$
|
4,200,000
|
1,735,537
|
1,735,537
|
|||||||
|
The
High-Yield Bond Portfolio
|
$
|
15,000
|
$
|
15,000
|
6,198
|
6,198
|
|||||||
|
TQA
Master Fund, Ltd.
|
$
|
2,836,000
|
$
|
2,836,000
|
1,171,900
|
1,171,900
|
|||||||
|
TQA
Master Plus Fund, Ltd.
|
$
|
4,551,000
|
$
|
4,551,000
|
1,880,578
|
1,880,578
|
|||||||
|
Tribeca
Global Convertible Investments LTD
|
$
|
12,000,000
|
$
|
12,000,000
|
4,958,677
|
4,958,677
|
|||||||
|
UBS
AG London Branch
|
$
|
45,500,000
|
$
|
45,500,000
|
18,801,651
|
18,801,651
|
|||||||
|
UBS
AG London F/ B/ O HFS
|
$
|
5,000,000
|
$
|
5,000,000
|
2,066,115
|
2,066,115
|
|||||||
|
UBS
O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master
Limited
|
$
|
6,000,000
|
$
|
6,000,000
|
2,479,338
|
2,479,338
|
|||||||
|
Univest
Convertible Arbitrage Fund II Ltd. (Norshield)
|
$
|
100,000
|
$
|
100,000
|
41,322
|
41,322
|
|||||||
|
Van
Kampen Harbor Fund
|
$
|
1,200,000
|
$
|
1,200,000
|
495,867
|
495,867
|
|||||||
|
Whitebox
Convertible Arbitrage Partners, L.P.
|
$
|
3,000,000
|
$
|
3,000,000
|
1,239,669
|
1,239,669
|
|||||||
|
Whitebox
Hedged High Yield Partners, L.P.
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
White
River Securities LLC
|
$
|
1,000,000
|
$
|
1,000,000
|
413,223
|
413,223
|
|||||||
|
Wolverine
Convertible Arbitrage Fund Limited
|
$
|
250,000
|
$
|
250,000
|
103,305
|
103,305
|
|||||||
|
World
Income Fund, Inc.
|
$
|
800,000
|
$
|
800,000
|
330,578
|
330,578
|
|||||||
|
Yield
Strategies Fund I, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Yield
Strategies Fund II, L.P.
|
$
|
500,000
|
$
|
500,000
|
206,611
|
206,611
|
|||||||
|
Zurich
Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC
|
$
|
696,000
|
$
|
696,000
|
287,603
|
287,603
|
|||||||
(1) These
entities and/or their affiliates have provided, and may from time to time
provide, investment banking services to Charter Communications, Inc. and
its
subsidiaries, including, among other things, acting as lead and/or co-manager
with respect to offerings of debt and equity securities.
(2) The
entity is
a registered investment fund (the "Fund") advised by Fidelity Management
&
Research Company ("FMR Co."), a registered investment adviser under the
Investment Advisers Act of 1940, as amended. FMR Co., 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and
an
investment adviser registered under Section 203 of the Investment Advisers
Act
of 1940, is the beneficial owner of 14,961,471 shares (not including
the shares
into which the notes are convertible) of the Common Stock outstanding
of the
Company as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of
1940.
Edward
C.
Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each
has
sole power to dispose of the Securities owned by the Fund.
Neither
FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole
power to
vote or direct the voting of the shares owned directly by the Fund, which
power
resides with the Fund’s Board of Trustees.
The
Fund
is an affiliate of a broker-dealer. The Fund purchased the Securities
in the
ordinary course of business and, at the time of the purchase of the Securities
to be resold, the Fund did not have any agreements or understandings,
directly
or indirectly, with any person to distribute the notes or conversion
shares.
(3) Shares
indicated as owned by such entity are owned directly by various private
investment accounts, primarily employee benefit plans for which Fidelity
Management Trust Company ("FMTC") serves as trustee or managing agent.
FMTC is a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of
the Securities Exchange Act of 1934, as amended. FMTC is the beneficial
owner of
0 shares (not including the shares into which the notes are convertible)
of the
Common Stock outstanding of the Company as a result of its serving as
investment
manager of the institutional account(s).
Edward
C.
Johnson 3d and FMR Corp., through its control of Fidelity Management
Trust
Company, each has sole dispositive power over 0 shares and sole power
to vote or
to direct the voting of 0 shares of Common Stock owned by the institutional
account(s) as reported above.
If,
after
the date of this prospectus, a secuityholder notifies us pursuant to the
registration rights agreement of its intent to dispose of convertible senior
notes pursuant to the regisration statement, we may supplement this prospectus
to include that information.