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): May 10, 2001
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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)
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
Item 5. Other Items.
On May 10, 2001, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation announced that they had entered into
an agreement to sell $350 million of 9.625% Senior Notes due 2009, $575 million
of 10% Senior Notes due 2011 and $1.02 billion of 11.750% Senior Discount Notes
due 2011. A copy of the press release relating to the sale of these notes is
being filed as Exhibit 99.2 with this report. The Purchase Agreement, the
Indentures and the Exchange and Registration Agreements are also filed as
exhibits.
Item 7. Exhibits
Press release dated May 10, 2001.*
Purchase Agreement relating to 9.625% Senior Notes due 2009, 10.000%
Senior Notes due 2011, 11.750% Senior Discount Notes due 2011 dated
May 10, 2001 (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 June 1, 2001).
Indenture dated as of May 15, 2001 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 June 1, 2001).
Exchange and Registration Rights Agreement relating to 9.625% Senior
Notes due 2009, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
Indenture dated as of May 15, 2001 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 June 1, 2001).
Exchange and Registration Rights Agreement relating to 10.000% Senior
Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.750% Senior
Discount Notes due 2011 (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 June 1, 2001).
Exchange and Registration Rights Agreement relating to 11.750% Senior
Discount Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
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* 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 31, 2001 By:/s/ RALPH G. KELLY
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
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 31, 2001 By:/s/ RALPH G. KELLY
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
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, 11.750% Senior Discount Notes due 2011 dated
May 10, 2001 (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 June 1, 2001).
4.2(a) Indenture dated as of May 15, 2001 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 June 1, 2001).
4.2(b) Exchange and Registration Rights Agreement relating to 9.625% Senior
Notes due 2009, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
4.3(a) Indenture dated as of May 15, 2001 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 June 1, 2001).
4.3(b) Exchange and Registration Rights Agreement relating to 10.000% Senior
Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
4.4(a) Indenture dated as of May 15, 2001 between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital Corporation
and BNY Midwest Trust Company as Trustee governing 11.750% Senior
Discount Notes due 2011 (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 June 1, 2001).
4.4(b) Exchange and Registration Rights Agreement relating to 11.750% Senior
Discount Notes due 2011, dated as of May 15, 2001, among Charter
Communications Holding Company, LLC, Charter Communications Capital
Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., JP Morgan, a Division of Chase Securities Inc., Credit Lyonnais
Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns
Corp. and Dresdner Kleinwort Wasserstein Securities LLC (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 June 1, 2001).
99.1 Press release dated May 10, 2001.