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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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): MARCH 31, 2003
CHARTER COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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(Commission File Number) (I.R.S. Employer Identification Number)
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
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(Address of principal executive offices including zip code)
(314) 965-0555
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 7. EXHIBITS.
The following exhibit is not filed but furnished pursuant to Item 9:
Exhibit
Number Description
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99.1 99.1 Press release dated March 31, 2003. *
* furnished herewith
ITEM 9. REGULATION FD DISCLOSURE
On March 31, 2003, Charter Communications, Inc. issued a press release
announcing its 2002 operating results and the restated financial results for
2001 and 2002. This information is being provided under Item 12. Results of
Operations and Financial Condition. The entirety of the press release appearing
in Exhibit 99.1 hereto is not filed but is furnished pursuant to Regulation FD.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This Report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, as amended, regarding, among other things, our plans, strategies and
prospects, both business and financial. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Many of the
forward-looking statements contained in this Report may be identified by the use
of forward-looking words such as "believe," "expect," "anticipate," "should,"
"planned," "will," "may," "intend," "estimated," and "potential," among others.
Important factors that could cause actual results to differ materially from the
forward-looking statements we make in this Report are set forth in this Report
and in reports or documents that we file from time to time with the United
States Securities and Exchange Commission, or the SEC, and include, but are not
limited to:
o our ability to sustain and grow revenues and cash from operations by
offering video and data services and to maintain a stable customer
base, particularly in the face of increasingly aggressive
competition from other service providers;
o our ability to comply with all covenants in our credit facilities
and indentures, any violation of which would result in a violation
of the applicable facility or indenture and could trigger a default
of other obligations under cross default provisions;
o availability of funds to meet interest payment obligations under our
debt and to fund our operations and necessary capital expenditures,
either through cash from operations, further borrowings or other
sources;
o any adverse consequences arising out of the restatement of our
financial statements described herein;
o the results of the pending grand jury investigation by the United
States Attorney's Office for the Eastern District of Missouri, the
pending SEC investigation and the putative class action and
derivative shareholders litigation against us;
o the cost and availability of funding to refinance the existing debt
that becomes due commencing in 2005; o our ability to achieve free
cash flow; o our ability to obtain programming at reasonable prices;
o general business conditions, economic uncertainty or slowdown and
potential international conflict; o the impact of any armed
conflict, including loss of customers in areas with large numbers of
military personnel; and
o the effects of governmental regulation on our business.
All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no obligation to update any of the forward looking statements after
the date of this Report to conform these statements to actual results or to
changes in our expectations.
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.,
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REGISTRANT
Dated: April 1, 2003
By: /s/ Steven A. Schumm
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Name: Steven A. Schumm
Title: Executive Vice President and Chief
Administrative Officer and Interim Chief Financial
Officer (Principal Financial Officer)
EXHIBIT INDEX
Exhibit
Number Description
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99.1 99.1 Press release dated March 31, 2003 (furnished pursuant
to Item 9).