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 28, 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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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.
Exchange of Holdco
Units
As
previously disclosed on December 4, 2009, on November 30, 2009, Charter
Communications, Inc. (the “Company”) entered
into an exchange agreement (the “Exchange Agreement”),
with Charter Investment, Inc. (“CII”), Paul G. Allen
(“Mr. Allen”)
and Charter Communications Holding Company, LLC (“Holdco”) pursuant to
which Mr. Allen and certain persons and entities affiliated with Mr. Allen, have
certain rights and options, including, without limitation, at any time and from
time to time on or before November 30, 2014, to exchange all or any portion of
their membership units in Holdco (the “Holdco Units”) for
$1,000 in cash and up to approximately 1.1 million shares of the Company’s Class
A common stock in a taxable transaction.
As of
November 30, 2009, there was an aggregate of 100 Holdco Units outstanding, of
which 99 were held by the Company and one (1) was held by CII. As
permitted by the Exchange Agreement, on December 28, 2009, CII exchanged 81% of
its one (1) Holdco Unit for 907,698 shares of the Company’s Class A common stock
and $1,000 in cash. As a result, as of December 28, 2009, the Company
held 99.81 Holdco Units and CII held 0.19 Holdco Unit. Pursuant to
the terms of the Exchange Agreement, CII can exchange its 0.19 Holdco Unit for
an additional 212,923 shares of the Company’s Class A common stock on or prior
to November 30, 2014. As of December 31, 2009, the Company had
112,580,532 shares of Class A Common Stock outstanding.
Press Release Announcing
Dividend Payment
On
December 31, 2009, the Company issued a press release announcing that the Board
of Directors approved the payment of the dividend on the Company’s Series A 15%
Pay-In-Kind Preferred Stock, which payment will be made in cash on January 15,
2010 to holders of record on January 4, 2010. A copy of the press
release announcing the record date is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
2
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
No.
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Description
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| 99.1 | Press Release dated December 31, 2009.* |
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CHARTER COMMUNICATIONS,
INC.
Date:
January 4, 2010
By: /s/ Kevin D.
Howard
Name: Kevin D. Howard
Title: Senior Vice President
- Finance, Controller and Chief Accounting Officer
EXHIBIT
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Exhibit
No.
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Description
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| 99.1 |
Press
Release dated December 31, 2009.*
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* filed
herewith