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): August 14, 2002 ----------------------------------------------------------------- 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) (Federal Employer Identification Number) 12405 Powerscourt Drive St. Louis, Missouri 63131 ------------------- ----- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code) (314) 965-0555
ITEM 7. EXHIBITS. 99.1 Statement Under Oath of Carl E. Vogel, Chief Executive Officer of Charter Communications, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings.* 99.2 Statement Under Oath of Kent D. Kalkwarf, Chief Financial Officer of Charter Communications, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings.* * filed herewith ITEM 9. REGULATION FD DISCLOSURE This Report and the attached exhibits are being furnished pursuant to Regulation FD. On August 14, 2002, Carl E. Vogel, Chief Executive Officer of Charter Communications, Inc., and Kent D. Kalkwarf, Chief Financial Officer of Charter Communications, Inc., each filed with the Securities and Exchange Commission a statement under oath regarding the facts and circumstances relating to the accuracy of the financial statements of Charter Communications, Inc. and their consultations with the audit committee of Charter Communications, Inc., as required by the Securities and Exchange Commission's "Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934" (File No. 4-460, June 27, 2002).
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: August 14, 2002 By: /s/ Kent D. Kalkwarf --------------------------------- Name: Kent D. Kalkwarf Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Statement Under Oath of Carl E. Vogel, Chief Executive Officer of Charter Communications, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. * 99.2 Statement Under Oath of Kent D. Kalkwarf, Chief Financial Officer of Charter Communications, Inc. Regarding Facts and Circumstances Relating to Exchange Act Filings. * * filed herewith
Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Carl E. Vogel, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Charter Communications, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - The Annual Report on Form 10-K filed with the Commission on March 29, 2002 of Charter Communications, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Charter Communications, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Carl E. Vogel Subscribed and sworn to - ----------------- before me this 14th day of Carl E. Vogel August, 2002. August 14, 2002 /s/ Janeen G. Domagalski ------------------------ Notary Public My Commission Expires: April 12, 2005
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Kent D. Kalkwarf, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Charter Communications, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - The Annual Report on Form 10-K filed with the Commission on March 29, 2002 of Charter Communications, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Charter Communications, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Kent D. Kalkwarf Subscribed and sworn to - -------------------- before me this 14th day of Kent D. Kalkwarf August, 2002. August 14, 2002 /s/ Janeen G. Domagalski ------------------------ Notary Public My Commission Expires: April 12, 2005