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): May 23, 2001 ------------ CHARTER COMMUNICATIONS HOLDINGS, LLC CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION --------------------------------------------------- (Exact name of registrants as specified in their charters) Delaware Delaware -------- (State or Other Jurisdiction of Incorporation or Organization) 333-77499 43-1843179 333-77499-01 43-1843177 ------------ ---------- Commission File Number (Federal Employer Identification Number) 12444 Powerscourt Drive - Suite 400 St. Louis, Missouri 63131 - -------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (Registrants' telephone number, including area code) (314) 965-0555 Item 5. Other Items. On May 23, 2001, Charter Communications, Inc., our parent company, announced the pricing of its issuance of approximately 52.4 million shares of Class A Common Stock, and $550 million of Convertible Senior Notes due 2006. A copy of the press release is being filed as Exhibit 99.1 with this report. Item 7. Exhibits Press release dated May 23, 2001.* - ------------- * filed herewith 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 May 24, 2001 By: /s/ KENT D. KALKWARF --------------------------------------- Name: Kent D. Kalkwarf Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 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 May 24, 2001 By: /s/ KENT D. KALKWARF --------------------------------------- Name: Kent D. Kalkwarf Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Exhibit Index Exhibit Number Description - ------ ----------- 99.1 Press release dated May 23, 2001.