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
11, 2006
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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000-27927
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43-1857213
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(Commission
File Number)
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(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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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.
On
August
11, 2006, Charter Communications, Inc.’s ("Charter") indirect subsidiaries, CCH
II, LLC ("CCH II"), and CCH I, LLC ("CCH I") commenced private offers
(the
"private exchange offers'') in which certain holders of certain of
the
outstanding notes of Charter Communications Holdings, LLC ("Charter
Holdings"),
an indirect subsidiary of Charter, are being offered the right to exchange
those
notes for up to $200 million principal amount of CCH II 10.25% Senior
Notes due
2013 ("CCH II 2013 notes'') and up to $675 million principal amount
of CCH I 11%
Senior Secured Notes due 2015 ("CCH I notes''). The CCH I notes to
be issued in
the private exchange offers, if issued, will be of the same class as
the
currently outstanding $3.525 billion principal amount of CCH I notes.
Charter
Holdings will unconditionally guarantee the CCH II 2013 notes. Charter
Holdings
guarantees the currently outstanding CCH I notes and will guarantee
the CCH I
notes to be issued in the private exchange offers. The private exchange
offers
will expire at 11:59 p.m., ET, on September 8, 2006, unless extended.
As noted
below, the CC VIII Interest (defined below) to be held by CCH I will
be pledged
as security for any CCH I notes that may be issued in the private exchange
offers and all outstanding CCH I notes. The CCH I notes currently outstanding
are, and the CCH I Notes to be issued in the private exchange offers
also will
be, secured by a pledge of CCH I's equity interests in CCH II.
As
part
of the private exchange offers, CCHC, LLC will contribute its 70% interest
(the
"CC VIII Interest'') in the Class A preferred equity interests of CC
VIII, LLC
("CC VIII''), a majority-owned indirect subsidiary of Charter Communications
Operating, LLC, to CCH I. The CC VIII Interest will be pledged as security
for
all CCH I notes, including those that may be issued in the private
exchange
offers described above. The CC VIII preferred interests are entitled
to a 2%
accreting priority return on the priority capital. The CC VIII Interest
represents approximately 13% of the total equity interests in CC VIII
at June
30, 2006. CC VIII owns systems with approximately 934,000 analog video
customers
at June 30, 2006.
The
press
release announcing the private exchange offers is attached as Exhibit
99.1.
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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99.1
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Press
Release dated as of August 11, 2006.
*
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* 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:
August 16, 2006
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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
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Description
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99.1
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Press
Release dated as of August 11, 2006.
*
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