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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): March 23, 2000
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CCG VIII, LLC
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BRESNAN CAPITAL CORPORATION
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(Exact names 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)
333-77637 38-2558446
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333-77637-01 13-3887244
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(Commission file numbers) (Federal Employer
Identification Numbers)
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
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(Address of principal executive offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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ITEM 5. OTHER EVENTS.
As previously reported, Charter Communications Holding Company, LLC
(Charter Holdco) and Charter Communications Holdings, LLC (Charter Holdings), a
wholly owned subsidiary of Charter Holdco, completed the acquisition of Bresnan
Communications Company Limited Partnership on February 14, 2000. This
transaction constituted a change in control under the indenture governing the
publicly held 8.00% senior notes due 2009 (the "Senior Notes") and 9.25% senior
discount notes due 2009 (the "Senior Discount Notes" and together with the
Senior Notes, the "Notes") of CCG VIII, LLC (CCG, formerly known as Bresnan
Communications Group LLC) and CCG's wholly owned subsidiary, Bresnan Capital
Corporation (Bresnan Capital).
The indenture governing these notes provides that upon the occurrence of a
change of control, the issuers shall make an offer to repurchase each holder's
Senior Note at a cash offer price equal to 101% of the Senior Note's principal
amount plus accrued and unpaid interest thereon, if any, on the change of
control offer payment date and to repurchase each holder's Senior Discount Note
at a cash offer price equal to 101% of the accreted value of the Senior Discount
Note on the change of control offer payment date. Accordingly, as permitted
under the indenture, Charter Holdco, in place of CCG and Bresnan Capital, made
an offer to repurchase the Notes on February 15, 2000. The change of control
offer expired on March 20, 2000.
Pursuant to the change of control offer described above, 165,300 of the
Registrants' Senior Notes (each with a $1,000 face amount) and 253,450 of the
Registrants' Senior Discount Notes (each with a $1,000 face amount at maturity)
were validly tendered.
The Senior Notes were repurchased at 101% of their principal amount, plus
accrued and unpaid interest thereon through March 23, 2000. The aggregate
repurchase price was $168.9 million. The Senior Discount Notes were repurchased
at 101% of their accreted value at March 23, 2000. The aggregate repurchase
price was $180.6 million. Both repurchases were funded with equity contributions
from Charter Holdings, which made the cash available from the proceeds of its
sale of $1.5 billion of high yield notes in January 2000.
In addition to the above change of control repurchases, the Registrants
have repurchased the remaining 4,700 Senior Notes (including accrued and unpaid
interest) and the remaining 21,550 Senior Discount Notes from an investment
banking and securities firm for $4.8 million and $15.4 million, respectively.
These repurchases were funded in the same manner as the change of control
repurchases.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CCG VIII, LLC,
a registrant
By: CHARTER COMMUNICATIONS, INC.,
sole manager
Dated March 29, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
BRESNAN CAPITAL CORPORATION,
a registrant
Dated March 29, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
