FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):May 9, 2001
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CHARTER COMMUNICATIONS, INC.
(Exact name of registrants as specified in their charters)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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Commission File Number (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
Item 5. Other Items.
On May 8, 2001, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc., announced their intent to offer Senior and Senior Discount
Notes (the "Notes") for estimated proceeds of $1 billion. A copy of the press
release is being filed as Exhibit 99.1 with this report.
Item 7. Exhibits
Press release dated May 8, 2001.*
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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 report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.,
a registrant
Dated May 9, 2001 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
Exhibit Index
Exhibit
Number Description
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99.1 Press release dated May 8, 2001.
[GRAPHIC OMITTED] Exhibit 99.1
NEWS
FOR RELEASE: May 8, 2001
Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation
to Offer Senior and Senior Discount Notes
ST. LOUIS - Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc. (Nasdaq: CHTR), today announced their intent to offer
Senior and Senior Discount Notes (the "Notes") for estimated proceeds of $1
billion.
The net proceeds of this issuance would be used to pay the majority
of the cash portion of the purchase price for the acquisition of certain cable
systems from AT&T Broadband announced in February 2001.
The Notes are being offered to qualified institutional buyers in
reliance on Rule 144A. The Notes will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), and, unless so registered, may not
be offered or sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Notes in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
--more--
Charter, page 2
Charter Communications, a Wired World(TM) company, is among the
nation's largest broadband communications companies, currently serving some 6.4
million customers in 40 states. Charter provides a full range of advanced
broadband services to the home, including cable television under the Charter
Cable TV brand; advanced digital video programming services under the Charter
Digital Cable(TM) brand; and high-speed Internet access via Charter
Pipeline(TM). Commercial high-speed data, video and Internet solutions are
provided under the Charter Business NetworksTM brand. Advertising sales and
production services are sold under the Charter MediaTM brand.
More information about Charter can be found at www.charter.com.
# # #
Statements in this press release regarding Charter
Communications' business that are not historical facts may be
"forward-looking statements." Forward-looking statements are
inherently subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ
materially from any such forward-looking statements are
identified in the reports and documents Charter files from time
to time with the U.S. Securities and Exchange Commission.
CONTACTS:
Media Analyst
Andy Morgan, 314.543.2217 Mary Jo Moehle, 314.543.2397
amorgan@chartercom.com mmoehle@chartercom.com