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 29,
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
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))
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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
29, 2007, Charter Communications, Inc. ("Charter") filed a registration
statement on Form S-4 with the Securities and Exchange Commission relating
to a
proposed exchange offer by Charter's subsidiary Charter Communications Holding
Company, LLC ("Holdco"), whereby holders of Charter's outstanding 5.875 %
senior
convertible notes due 2009 (the "Charter convertible notes'') will be offered
the right to exchange up to $309,375,000 of such notes for up to $595,082,000
principal amount of Charter's 7.00% Convertible Senior Notes due 2027, subject
to certain rights to amend or otherwise modify the offer as set forth in
the
related exchange offer prospectus and any supplements thereto (the "Charter
exchange offer''). The Charter exchange offer will expire at 11:59 p.m.,
New
York City time, on September 26, 2007, unless extended or earlier terminated.
The press release announcing the Charter exchange offer is filed as Exhibit
99.1
attached hereto.
In
relation to the Charter exchange offer, certain risk factors for Charter
and its
subsidiaries were updated. See the Form S-4 filed by Charter on August 29,
2007,
registration no. 333- 145766.
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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|
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| 99.1 | Press Release dated as of August 29, 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: August
29, 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 August 29, 2007. * |
* filed
herewith