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 8, 2002
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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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)
(314) 965-0555
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(Registrants' telephone number, including area code)
ITEM 5. OTHER EVENTS.
On January 8, 2002, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc., announced that they had entered into an agreement to sell
$350 million principal amount of 9.625% Senior Notes due 2009, $300 million
principal amount of 10.000% Senior Notes due 2011 and $250 million of 12.125%
Senior Discount Notes due 2012 with a principal at maturity of $450 million. The
Purchase Agreement, the Indentures and the Exchange and Registration Agreements
are being filed as exhibits with this report.
ITEM 7. EXHIBITS
Purchase Agreement relating to 9.625% Senior Notes due 2009, 10.000% Senior
Notes due 2011, 12.125% Senior Discount Notes due 2012 dated January 8, 2002
(incorporated herein by reference to exhibit 10.1 to the Current Report on Form
8-K filed by Charter Communications, Inc. (SEC File Number 000-27927) on January
15, 2002).
First Supplemental Indenture dated as of January 14, 2002 between Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior
Notes due 2009 (incorporated herein by reference to exhibit 10.2(a) to the
Current Report on Form 8-K filed by Charter Communications, Inc. (SEC File
Number 000-27927) on January 15, 2002).
Exchange and Registration Rights Agreement relating to 9.625% Senior Notes due
2009, dated as of January 14, 2002, among Charter Communications Holding
Company, LLC, Charter Communications Capital Corporation, Salomon Smith Barney
Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet
Securities, Inc., TD Securities (USA) Inc., BMO Nesbitt Burns Corp., Credit
Lyonnais Securities (USA) Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper Jaffray
Inc., ABN AMRO Incorporated, First Union Securities, Inc., CIBC World Markets
Corp. and Dresdner Kleinwort Wasserstein - Grantchester, Inc. (incorporated
herein by reference to exhibit 10.2(b) to the Current Report on Form 8-K filed
by Charter Communications, Inc. (SEC File Number 000-27927) on January 15,
2002).
First Supplemental Indenture dated as of January 14, 2002 between Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior
Notes due 2011 (incorporated herein by reference to exhibit 10.3(a) to the
Current Report on Form 8-K filed by Charter Communications, Inc. (SEC File
Number 000-27927) on January 15, 2002).
Exchange and Registration Rights Agreement relating to 10.000% Senior Notes due
2011, dated as of January 14, 2002, among Charter Communications Holding
Company, LLC, Charter Communications Capital Corporation, Salomon Smith Barney
Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet
Securities, Inc., TD Securities (USA) Inc., BMO Nesbitt Burns Corp., Credit
Lyonnais Securities (USA) Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper Jaffray
Inc., ABN AMRO Incorporated, First Union Securities, Inc., CIBC World Markets
Corp. and Dresdner Kleinwort Wasserstein - Grantchester, Inc. (incorporated
herein by reference to exhibit 10.3(b) to the Current Report on Form 8-K filed
by Charter Communications, Inc. (SEC File Number 000-27927) on January 15,
2002).
Indenture dated as of January 14, 2002 between Charter Communications Holdings,
LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust
Company as Trustee governing 12.125% Senior Discount Notes due 2012
(incorporated herein by reference to exhibit 10.4(a) to the Current Report on
Form 8-K filed by Charter Communications, Inc. (SEC File Number 000-27927) on
January 15, 2002).
Exchange and Registration Rights Agreement relating to 12.125% Senior Discount
Notes due 2012, dated as of January 14, 2002, among Charter Communications
Holding Company, LLC, Charter Communications Capital Corporation, Salomon Smith
Barney Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Fleet
Securities, Inc., TD Securities (USA) Inc., BMO Nesbitt Burns Corp., Credit
Lyonnais Securities (USA) Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc., U.S. Bancorp Piper Jaffray
Inc., ABN AMRO Incorporated, First Union Securities, Inc., CIBC World Markets
Corp. and Dresdner Kleinwort Wasserstein - Grantchester, Inc. (incorporated
herein by reference to exhibit 10.4(b) to the Current Report on Form 8-K filed
by Charter Communications, Inc. (SEC File Number 000-27927) on January 15,
2002).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC,
a Registrant
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)
Dated: January 15, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this Current
Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION,
a Registrant
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)
Dated: January 15, 2002
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Purchase Agreement relating to 9.625% Senior Notes
due 2009, 10.000% Senior Notes due 2011, 12.125%
Senior Discount Notes due 2012 dated January 8, 2002
(incorporated herein by reference to exhibit 10.1 to
the Current Report on Form 8-K filed by Charter
Communications, Inc. (SEC File Number 000-27927) on
January 15, 2002).
4.2(a) First Supplemental Indenture dated as of January 14,
2002 between Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing
9.625% Senior Notes due 2009 (incorporated herein by
reference to exhibit 10.2(a) to the Current Report on
Form 8-K filed by Charter Communications, Inc. (SEC
File Number 000-27927) on January 15, 2002).
4.2(b) Exchange and Registration Rights Agreement relating
to 9.625% Senior Notes due 2009, dated as of January
14, 2002, among Charter Communications Holding
Company, LLC, Charter Communications Capital
Corporation, Salomon Smith Barney Inc., Banc of
America Securities LLC, J.P. Morgan Securities Inc.,
Fleet Securities, Inc., TD Securities (USA) Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA)
Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc.,
U.S. Bancorp Piper Jaffray Inc., ABN AMRO
Incorporated, First Union Securities, Inc., CIBC
World Markets Corp. and Dresdner Kleinwort
Wasserstein - Grantchester, Inc. (incorporated herein
by reference to exhibit 10.2(b) to the Current Report
on Form 8-K filed by Charter Communications, Inc.
(SEC File Number 000-27927) on January 15, 2002).
4.3(a) First Supplemental Indenture dated as of January 14,
2002 between Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing
10.000% Senior Notes due 2011 (incorporated herein by
reference to exhibit 10.3(a) to the Current Report on
Form 8-K filed by Charter Communications, Inc. (SEC
File Number 000-27927) on January 15, 2002).
4.3(b) Exchange and Registration Rights Agreement relating
to 10.000% Senior Notes due 2011, dated as of January
14, 2002, among Charter Communications Holding
Company, LLC, Charter Communications Capital
Corporation, Salomon Smith Barney Inc., Banc of
America Securities LLC, J.P. Morgan Securities Inc.,
Fleet Securities, Inc., TD Securities (USA) Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA)
Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc.,
U.S. Bancorp Piper Jaffray Inc., ABN AMRO
Incorporated, First Union Securities, Inc., CIBC
World Markets Corp. and Dresdner Kleinwort
Wasserstein - Grantchester, Inc. (incorporated herein
by reference to exhibit 10.3(b) to the Current Report
on Form 8-K filed by Charter Communications, Inc.
(SEC File Number 000-27927) on January 15, 2002).
4.4(a) Indenture dated as of January 14, 2002 between
Charter Communications Holdings, LLC, Charter
Communications Holdings Capital Corporation and BNY
Midwest Trust Company as Trustee governing 12.125%
Senior Discount Notes due 2012 (incorporated herein
by reference to exhibit 10.4(a) to the Current Report
on Form 8-K filed by Charter Communications, Inc.
(SEC File Number 000-27927) on January 15, 2002).
4.4(b) Exchange and Registration Rights Agreement relating
to 12.125% Senior Discount Notes due 2012, dated as
of January 14, 2002, among Charter Communications
Holding Company, LLC, Charter Communications Capital
Corporation, Salomon Smith Barney Inc., Banc of
America
Securities LLC, J.P. Morgan Securities Inc., Fleet
Securities, Inc., TD Securities (USA) Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA)
Inc., RBC Dominion Securities Corporation, Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc.,
U.S. Bancorp Piper Jaffray Inc., ABN AMRO
Incorporated, First Union Securities, Inc., CIBC
World Markets Corp. and Dresdner Kleinwort
Wasserstein - Grantchester, Inc. (incorporated herein
by reference to exhibit 10.4(b) to the Current Report
on Form 8-K filed by Charter Communications, Inc.
(SEC File Number 000-27927) on January 15, 2002).