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): February
9, 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)
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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
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
February 9, 2006 Charter Communications, Inc. (“Charter") entered into an
underwriting agreement with Citigroup Global Markets Inc. pursuant to which
Charter agreed to issue to the underwriter up to 55,088,070 shares of Class
A
common stock in a registered public offering to be completed on a best
efforts
basis. The issuance and sale of the shares under the underwriting agreement
was
consummated on February 14, 2006, resulting in 22 million shares being
issued.
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.
The
following exhibit is filed pursuant to Item 1.01:
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99.1
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Underwriting
Agreement dated February 9, 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:
February 15, 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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99.1
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Underwriting
Agreement dated February 9, 2006.
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