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): December 30, 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)
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(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| 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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ITEM7.01. REGULATION FD
DISCLOSURE
CHARTER
SETS EMERGENCE DATE EQUITY VALUE
As
required by its Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”), Charter Communications, Inc. announced today
its Emergence Date Equity Value of $2.2 billion as of November 30, 2009, the
effective date of Charter’s Joint Plan of Reorganization (the “Joint
Plan”). The Emergence Date Equity Value does not necessarily reflect
the actual value of Charter’s common stock nor does it reflect the value
of Charter's common stock for purposes of Section 382(e) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Certificate of
Incorporation defines the Emergence Date Equity Value as Charter’s equity value
on the date on which Charter emerged from chapter 11 bankruptcy protection (the
“Emergence Date”), which equity value Charter shall announce via a press release
and the filing of a Current Report on Form 8-K with the Securities and Exchange
Commission no later than thirty (30) days after the Emergence
Date. Such equity value shall be determined by Charter in good faith
based on the valuation of Charter’s total enterprise as determined and approved
in connection with the Joint Plan. The Certificate of
Incorporation provides that in the event that both (1) the equity value of
Charter (generally based on the volume-weighted average trading price for the
previous 20 trading days) has decreased by at least 35% from the Emergence Date
Equity Value and (2) an owner shift of at least 25 percentage points has
occurred during the relevant testing period with respect to Charter’s equity for
purposes of Section 382 of the Code, and the Treasury regulations thereunder,
then Charter may impose restrictions on the trading of Charter’s common
stock. The restrictions would be aimed at protecting against
potential limitations on Charter’s ability to utilize net operating loss
carryforwards to reduce potential future federal income tax
obligations.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 7.01:
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Exhibit
No.
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Description
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| 99.1 | Press Release dated December 30, 2009. * |
* 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:
December 30, 2009
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By:/s/ Richard R.
Dykhouse
Name:
Richard
R. Dykhouse
Title: Vice President,
Associate General Counsel and Corporate
Secretary
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EXHIBIT
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Exhibit
No.
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Description
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| 99.1 |
Press
Release dated December 30, 2009. *
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* filed
herewith