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): April 17, 2009
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)
|
(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:
|
o
|
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
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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
March 27, 2009, Charter Communications, Inc. and certain of its subsidiaries and
affiliates (collectively, the “Debtors”) filed voluntary petitions in the United
States Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the
United States Code. The Chapter 11 cases are being jointly
administered under the caption In re Charter Communications, Inc., et al., Case
No. 09-11435 (the “Chapter 11 Cases”). The Debtors will continue to
operate their businesses and manage their properties as debtors in possession
under the jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code.
In
connection with the Chapter 11 Cases, the Debtors intend to raise funds through
the issuance of rights to purchase shares of new Class A Common Stock, per value
$.001 per share, of Charter Communications, Inc. (“New Class A Stock”). These
rights will be issued to certain existing holders of the 11.000% senior secured
notes due October 1, 2015 issued by CCH I, LLC and CCH I Capital Corp. (“CCH I
Notes”). In particular, the rights will only be issued to those
holders of CCH I Notes (“Eligible Holders”) that timely certify that they are
“accredited investors” or “qualified institutional buyers” as such terms are
defined in Rule 501 and Rule 144A, respectively, under the Securities Act of
1933, as amended (the “Securities Act”). Existing holders of CCH I
Notes that timely certify that they are not Eligible Holders (“Ineligible
Holders”) will have the right to receive shares of New Class A Stock with a
value equal to the value of the rights that such holders would have been offered
if they were Eligible Holders. In order to be an Eligible Holder or
an Ineligible Holder, a holder of CCH I Notes must have held such CCH I Notes at
the close of business on April 17, 2009.
Copies of
the Investor Certificate pursuant to which the certifications described in the
immediately preceding paragraph are to be made were disseminated through the
facilities of The Depositary Trust Company on April 17, 2009. In
order to be “timely,” Investor Certificates must be properly completed and
delivered by 5:00 p.m. Prevailing Eastern Time on May 11, 2009, as more fully
set forth in the Investor Certificates. Holders must timely complete
the Investor Certificates in order to receive rights, in the case of Eligible
Holders, or New Class A Stock in lieu of rights, in the case of Ineligible
Holders. Holders of CCH I Notes should contact their broker, bank, or other
nominee where they hold their CCH I Notes for more information.
The
distribution dates of the rights and the New Class A Stock are not known at this
time and are dependent upon, among other things, when the disclosure statement
relating to the Chapter 11 Cases is approved.
Questions
about the Investor Certificates can be directed to Financial Balloting Group at
(646) 282-1800.
This
Current Report on Form 8-K is not a solicitation of acceptance or rejection of a
plan of reorganization. Acceptances or rejections may not be
solicited until a disclosure statement has been approved by the Bankruptcy
Court. A disclosure statement is being submitted for approval but has
not been approved by the Bankruptcy Court. The terms of any plan of
reorganization, including the rights offering, may change and there are no
assurances that the rights offering will be consummated.
This
Current Report on Form 8-K is not an offer to sell any securities and is not
soliciting an offer to buy any securities. The rights offering and
offering of the underlying New Class A Stock, when made, have not been
registered under the Securities Act, or any state securities laws, 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. The rights offering will be made only to Eligible
Holders.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
By: /s/ Kevin D.
Howard
Date:
April 22,
2009
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer