SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 29, 2002
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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
(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
ITEM 5. OTHER ITEMS.
On April 29, 2002, Charter Communications, Inc. issued a press
release announcing its results for the first quarter ended March 31, 2002. The
full text of the press release, other than (1) the second sentence under the
heading "First Quarter Financial Highlights," (2) the last three sentences of
the first paragraph, the last two sentences of the second paragraph and the
entire third paragraph under the heading "Demand for High Speed Internet Service
Drives Advanced Services Growth," and (3) both paragraphs under the heading
"Looking Ahead" which is set forth in Exhibit 99.1 hereto, is filed and
incorporated in this Report as if fully set forth herein.
ITEM 7. EXHIBITS.
99.1 Press release dated April 29, 2002. *
* filed herewith
ITEM 9. REGULATION FD DISCLOSURE
The following portions of the press release, appearing in Exhibit
99.1 hereto, are not filed but are furnished pursuant to Regulation FD: (1) the
second sentence under the heading "First Quarter Financial Highlights," (2) the
last three sentences of the first paragraph, the last two sentences of the
second paragraph and the entire third paragraph under the heading "Demand for
High Speed Internet Service Drives Advanced Services Growth," and (3) 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 Report 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 Report are set forth in this Report
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; our
ability to continue to do business with existing vendors, particularly high-tech
companies that do not have a long operating history; and general business and
economic conditions, particularly in light of the uncertainty stemming from the
September 11, 2001 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: April 29, 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 April 29, 2002.