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
25,
2007
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
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43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
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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)
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:
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
8.01 OTHER EVENTS.
Charter
Communications, Inc. (“Charter” or the “Company”) announced today the
determination of the exchange consideration for the exchange offer (“Exchange
Offer”) by its subsidiary, Charter Communications Holding Company, LLC (“Charter
Holdco”) for the Company's outstanding 5.875% Convertible Senior Notes due 2009
(“Existing Convertible Notes”). The Exchange Offer is for any and all
of Charter’s $413 million aggregate principal amount of Existing Convertible
Notes.
The
exchange consideration for the Existing Convertible Notes has been determined
based on the average of the daily volume-weighted average price of Charter’s
Class A common stock for the ten consecutive trading days ending (and including)
September 25, 2007 (“10-day VWAP”). The 10-day VWAP has been
determined to be $2.6219. On the settlement date, which the Company
expects to be October 2, 2007, holders of Existing Convertible Notes will
receive the following exchange consideration per $1,000 principal amount
of
Existing Convertible Notes validly tendered and not validly withdrawn in
the
Exchange Offer:
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·
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$1,317.01
principal amount of the Company’s new 6.5% Convertible Senior Notes due
2027 (“New Convertible Notes”) and
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·
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$22.19
in cash for accrued interest from May 16, 2007, the last interest
payment
date up to, but not including the settlement date of the Exchange
Offer.
|
The
press
release announcing the Exchange Offer consideration is filed as Exhibit 99.1
attached hereto.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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|
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| 99.1 |
Press
Release dated as of September 25, 2007.
*
|
* filed
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: September
25, 2007
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
|
|
Description
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|
|
|
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| 99.1 |
Press
Release dated as of September 25, 2007.
*
|
* filed
herewith