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): November
21, 2005
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:
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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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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
November 21, 2005, Charter Communications, Inc. (“Charter")
entered into an underwriting agreement with Citigroup Global Markets
Inc.
pursuant to which Charter agreed to issue to the underwriter 67,741,300 shares
of Class A common stock in a registered public offering. The issuance and sale
of the shares under the underwriting agreement was consummated on November
28,
2005.
The
shares issued under the underwriting agreement were issued pursuant to a share
lending agreement, pursuant to which Charter had previously agreed to loan
to
the underwriter, acting as agent for Citigroup Global Markets Limited, up to
150
million shares of Class A common stock. Accordingly, under the underwriting
agreement, Charter did not receive any of the proceeds from the sale of this
Class A common stock. However, under the underwriting agreement, Charter
received a loan fee of $.001 for each share that it issued to the underwriter.
The
underwriting agreement is attached hereto as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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|
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99.1
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Underwriting
Agreement dated November 21, 2005.
*
|
*
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:
November 28, 2005
|
|
By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President, Interim Chief Financial Officer,
Principal
Accounting Officer and Corporate Controller
(Principal
Financial Officer and Principal Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
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99.1
|
Underwriting
Agreement dated November 21, 2005.
*
|
*
filed
herewith