FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 30, 2002
CHARTER COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
ITEM 5. OTHER ITEMS.
On January 30, 2002, Charter Communications, Inc. announced the election of
Larry Wangberg to its board of directors. A copy of the press release is being
filed as Exhibit 99.1 with this report.
On February 11, 2002, Charter Communications, Inc. announced an agreement
with Motorola and digeo, inc. to manufacture, market, and deploy their broadband
media centers to its customers. A copy of the press release is being filed as
Exhibit 99.2 with this report.
On February 11, 2002, the Registrant issued a press release announcing its
results for the fourth quarter ended December 31, 2001. The full text of the
press release, other than (1) the last two sentences of the first paragraph
under the heading "Demand for Advanced Services Remains Strong," (2) the last
three sentences of the third paragraph under the heading "Demand for Advanced
Services Remains Strong," the fourth paragraph under the heading "Demand for
Advanced Services Remains Strong," (3) the last three sentences of the first
paragraph under the heading "New Accounting Standard," and (4) both paragraphs
under the heading "Looking Ahead" which is set forth in Exhibit 99.3 hereto, is
filed and incorporated in this Report as if fully set forth herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press release dated January 30, 2002 *
99.2 Press release dated February 11, 2002 *
99.3 Press release dated February 11, 2002 *
* filed herewith
Item 9. Regulation FD Disclosure
The following portions of the press release, appearing in Exhibit 99.3
hereto, are not filed but are furnished pursuant to Regulation FD: (1) the last
two sentences of the first paragraph under the heading "Demand for Advanced
Services Remains Strong," (2) the last three sentences of the third paragraph
under the heading "Demand for Advanced Services Remains Strong," the fourth
paragraph under the heading "Demand for Advanced Services Remains Strong," (3)
the last three sentences of the first paragraph under the heading "New
Accounting Standard," and (4) both paragraphs under the heading "Looking Ahead."
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, regarding, among other things, our plans, strategies and
prospects, both business and financial. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Many of the
forward-looking statements contained in this prospectus may be identified by the
use of forward-looking words such as "believe," "expect," "anticipate,"
"should," "planned," "will," "may," "intend," "estimated" and "potential," among
others. Important factors that could cause actual results to differ materially
from the forward-looking statements we make in this prospectus are set forth in
this prospectus and in reports or documents that we file from time to time with
the United States Securities and Exchange Commission or the SEC, and include,
but are not limited to: our plans to achieve growth by offering advanced
products and services; our anticipated capital expenditures for our upgrades and
new equipment and facilities; our ability to fund capital expenditures and any
future acquisitions; the effects of governmental regulation on our business; our
ability to compete effectively in a highly competitive and changing environment;
our ability to obtain programming as needed and at a reasonable price; and
general business and economic conditions, particularly in light of the
uncertainty stemming from recent terrorist activities in the United States and
the armed conflict abroad.
All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no obligation to update any of the forward-looking statements after
the date of this Report to conform these statements to actual results or to
changes in our expectations.
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 13, 2002 By: /s/ Kent D. Kalkwarf
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated January 30, 2002
99.2 Press release dated February 11, 2002
99.3 Press release dated February 11, 2002