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): May 5, 2009
Charter Communications,
Inc.
(Exact name of registrant as
specified in its charter)
(Debtor - In - Possession as of March 27, 2009)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
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)
ITEM
7.01
REGULATION FD.
On March 27, 2009, Charter
Communications, Inc. (the “Company”), and certain of its subsidiaries
(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.
Disclosure
Statement
In connection with the chapter 11
cases, the Company has made information available on its website (www.charter.com under
the “Investor and News Center” tab), including a revised plan of reorganization
and a revised disclosure statement dated May 7, 2009. The
disclosure statement, which describes the proposed plan of
reorganization and contains other important information about the Debtors, has
been approved by the Bankruptcy Court and will be circulated to creditors
entitled to vote on the plan of reorganization. A copy of the press
release announcing the approval is attached as Exhibit 99.1.
Investor Certificate
Deadline
As previously disclosed, 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, par 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
Depository 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.
Questions
about the Investor Certificates can be directed to Financial Balloting Group at
(646) 282-1800.
Important
Note
The terms of any plan of
reorganization, including the rights offering, may change and there are no
assurances that the plan of reorganization will be confirmed by the Bankruptcy
Court.
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.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
The
following exhibit is furnished pursuant to 7.01:
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
release, dated May 5, 2009 announcing approval of the Disclosure
Statement.*
|
*
furnished 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 May
8, 2009
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title: Vice President,
Controller and Chief Accounting
Officer
|
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
release, dated May 5, 2009 announcing approval of the Disclosure
Statement.*
|
*
furnished herewith