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): January
23, 2006
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)
|
(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
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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.
(a) Charter
Communications, Inc. ("Charter") has entered into an agreement setting
forth the
terms under which Mr. Jeffrey T. Fisher will serve as Executive Vice President
and Chief Financial Officer of Charter. See Item 5.02 below for additional
information. A
copy of
Mr. Fisher's employment agreement and press release announcing his employment
are being filed with this report as Exhibits 10.1 and 99.1,
respectively.
(b) On
January
26, 2006, CCO Holdings, LLC and CCO Holdings Capital Corp., indirect
subsidiaries of Charter, entered into a Waiver and Amendment agreement
with
JPMorgan Chase Bank, N.A. as Administrative Agent for J.P. Morgan Securities
Inc., Credit Suisse, Cayman Islands Branch and Deutsche Bank Securities
Inc. The
parties agreed to amend the Senior Bridge Loan Agreement dated as of
October 17,
2005 in order to permit CCO Holdings, LLC's parent company, CCH II, LLC,
to
issue a minimum of $400 million in senior notes the proceeds of which
would be
used to repay, but not permanently reduce, outstanding amounts due under
the
Amended and Restated Credit Agreement dated as of March 18, 1999 between
Charter
Communications Operating LLC and JPMorgan Chase Bank, N.A. as administrative
agent. The availability amount of $600 million under the Senior Bridge
Loan
Agreement will only be reduced by proceeds from the note offering which
are in
excess of $275 million (assuming $450 million of proceeds, $425 million
would
remain available under the bridge loan).
A
copy of
the Waiver and Amendment is being filed with this report as Exhbit
10.2.
(c) On
January
26, 2006, CCH II, LLC and CCH II Capital Corp. (together, the Issuers),
indirect
subsidiaries of Charter, entered into a purchase agreement (the "Agreement")
with J. P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and
Deutsche Bank Securities Inc. as representatives of several purchasers.
In
the Agreement, the Issuers agreed to issue and sell, in a private transaction
under Rule 144A and Regulation S, $450 million in principal amount of 10.25%
Senior Notes due 2010 (the "Notes"). In the Agreement, the Issuers
agreed
to issue the Notes with the benefit of a Registration Rights Agreement
and under
a Supplemental Indenture, each with terms substantially similar to the
terms of
the Issuers' existing 10.25% senior notes. The Notes will bear
interest at
10.25% per annum, payable on March 15 and September 15 of each year, will
mature
on September 15, 2010 and are redeemable at the Issuers' option on or after
September 15, 2008 at various redemption prices beginning at 105.25% in
September 2008 and declining to par in September 2009. In addition,
from
the proceeds of certain equity offerings, we may redeem up to 35% of the
Notes
at 110.25% of their principal amount.
The
Issuers intend to use the foregoing net proceeds to repay, but not permanently
reduce, the outstanding debt balances under the existing revolving credit
facility of a subsidiary of Charter.
A
copy of
the purchase agreement is being filed with this report as Exhibit
10.3.
Copies
of
the press releases announcing the sale and the pricing are being filed
with this
report as Exhibits 99.2 and 99.3.
ITEM
2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
The
information in Item 1.01 (b) and (c) of this Form 8-K is hereby
incorporated by reference to this Item 2.03.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Jeffrey
T. Fisher, 43, has been appointed to the position of Executive Vice President
and Chief Financial Officer, effective February 6, 2006. Prior to joining
Charter, Mr. Fisher was employed by Delta Airlines, Inc. from 1998 to 2006
in a
number of positions including Senior Vice President - Restructuring from
September 2005 until January 2006, President and General Manager of Delta
Connection, Inc. from January to September 2005, Chief Financial Officer
of
Delta Connection from 2001 until January 2005, Vice President of Finance,
Marketing and Sales Controller of Delta Airlines in 2001 and Vice President
of
Financial Planning and Analysis of Delta Airlines from 2000 to 2001. Delta
Airlines filed a petition under Chapter 11 of the Bankruptcy Code on September
14, 2005. Mr. Fisher received a BBM degree from Embry Riddle University
and a
MBA in International Finance from University of Texas in Arlington,
Texas.
Charter
and Mr. Fisher entered into an employement agreement, dated as of January
20,
2006 (the "Employment Agreement"), whereby Mr. Fisher will serve in an
executive
capacity as its Executive Vice President at a salary of $500,000, to perform
such executive, managerial and administrative duties as are assigned or
delegated by President and/ or Chief Executive Officer, including but not
limited to serving as Chief Financial Officer. The term of the Employment
Agreement is two years from the effective date. Under the Employment Agreement,
Mr. Fisher will receive a signing bonus of $100,000 and he shall be eligible
to
receive a performance-based target bonus of up to 70% of salary and to
participate in the Long Term Incentive Plan and to receive such other employee
benefits as are available to other senior executives. Mr. Fisher will
participate in the 2005 Executive Cash Award Plan commencing in 2006 and,
in
addition, Charter will provide the same additional benefit to Mr. Fisher
that he
would have been entitled to receive under the Cash Award Plan if he had
participated in the Plan at the time of the inception of the Plan in 2005.
He
will also receive a grant of 50,000 restricted shares of Charter's Class
A
common stock, vesting in equal installments over a three-year period from
employment date; an award of options to purchase 1,000,000 shares of Charter's
Class A common stock under terms of the stock incentive plan on the effective
date of the Employment Agreement; and in the first quarter of 2006, an
award of
additional options to purchase 145,800 shares of Charter's Class A common
stock
under the stock incentive plan. Those options shall vest in equal installments
over a four-year time period from the grant date. In addition, in the first
quarter of 2006, he will receive 83,700 performance shares under the stock
incentive plan and will be eligible to earn these shares over a three-year
performance cycle from January 2006 to December 2008.
Mr.
Fisher will receive relocation assistance pursuant to Charter's executive
homeowner relocation plan and the costs for temporary housing.
In the
event that Mr. Fisher is terminated by Charter without "cause'' or for
"good
reason,'' as those terms are defined in the employment agreement, Mr. Fisher
will receive his salary for the remainder of the term of the agreement
or twelve
months' salary, whichever is greater; a pro rata bonus for the year of
termination; a lump sum payment equal to payments due under COBRA for the
greater of twelve months or the number of full months remaining in the
term of
the agreement; and the vesting of options and restricted stock for as long
as
severance payments are made. The Employment Agreement contains a one-year
non-compete provision (or until the end of the term of the agreement, if
longer)
and a two-year non-solicitation clause.
The
full
text of the Employment Agreement is filed herewith as Exhibit 10.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01
and Item 5.02:
|
Exhibit
Number
|
Description
|
|
| 10.1 | Employment Agreement dated as of January 20, 2006. | |
| 10.2 | Waiver and Amendment Agreement dated January 26, 2006. | |
| 10.3 | Purchase Agreement dated January 26, 2006. | |
| 99.1 | Press Release dated as of January 23, 2006. | |
| 99.2 | Press Release dated as of January 24, 2006. | |
|
99.3
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Press
Release dated as of January 26, 2006.
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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:
January 27, 2006
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|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
| 10.1 | Employment Agreement dated as of January 20, 2006.* | |
| 10.2 | Waiver and Amendment Agreement dated January 26, 2006.* | |
| 10.3 | Purchase Agreement dated January 26, 2006.* | |
| 99.1 |
Press
Release dated January 23, 2006.*
|
|
|
99.2
|
Press
Release dated January 24, 2006.*
|
|
| 99.3 | Press Release dated January 26, 2006.* |
*
filed
herewith