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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 28, 2001
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CHARTER COMMUNICATIONS HOLDINGS, LLC
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CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
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333-77499-01 43-1843177
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Commission File Number (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
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
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ITEM 5. OTHER ITEMS.
On February 28, 2001, an affiliate of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital Corporation (the "Companies")
and AT&T Broadband, LLC announced that they have entered into several
agreements involving several strategic cable system transactions that will
result in a net addition of approximately 512,000 customers for the Charter
cable systems. In the pending AT&T transactions, the Companies expect to
acquire cable systems from AT&T Broadband, LLC serving approximately 574,000
customers in Missouri, Alabama, Nevada and California for a total of $1.79
billion. A portion of the purchase price will consist of Charter cable systems
valued at $249.0 million serving approximately 62,000 customers in Florida. Of
the balance of the purchase price, up to $501.5 million will be paid in Class A
common stock of Charter Communications, Inc. and the remainder will be paid in
cash. The Companies have a commitment for a bridge loan from Morgan Stanley
Senior Funding, Inc. and Goldman Sachs Credit Partners, L.P. for temporary
financing of the cash portion of the purchase price. The Companies expect to
obtain permanent financing through one or more debt or equity financing
transactions or a combination thereof by the Companies or Charter
Communications, Inc. The acquisition transactions are expected to close in the
second and/or third quarters of 2001, subject to certain closing conditions and
regulatory review.
A copy of the press release issued by Charter Communications, Inc. is
being filed as Exhibit 99.1 with this report.
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ITEM 7. EXHIBITS.
99.1 Press release dated February 28, 2001.*
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*filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, a registrant
Dated March 5, 2001 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)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS CAPITAL CORPORATION, a
registrant
Dated March 5, 2001 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)
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EXHIBIT INDEX
99.1 Press release dated February 28, 2001.