<PAGE> 1
UNITED STATES
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): October 24, 2000
----------------
CHARTER COMMUNICATIONS HOLDINGS, LLC
------------------------------------
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
---------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
--------
Delaware
--------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
333-77499 43-1843179
--------- ----------
333-77499-01 43-1843177
------------ ----------
(COMMISSION FILE NUMBERS) (FEDERAL EMPLOYER
IDENTIFICATION NUMBERS)
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
--------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 24, 2000, Charter Communications, Inc., the ultimate parent
of Charter Communications Holdings, LLC and Charter Communications Holdings
Capital Corporation announced its intent to issue Convertible Senior Notes due
2005 in a private placement under Rule 144A. A copy of the press release is
being filed as Exhibit 99.1 with this report.
On October 25, 2000, Charter Communications, Inc. announced that it had
offered and priced a new issue of $650.0 million of Convertible Senior Notes due
2005. The issuance is being made in a private placement under Rule 144A. A copy
of the press release is being filed as Exhibit 99.2 with this report.
<PAGE> 3
ITEM 7. EXHIBITS.
99.1 Press release dated October 24, 2000.*
99.2 Press release dated October 25, 2000.*
----------------
*filed herewith
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications, Inc. has duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC, registrant
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION,
registrant
Dated October 25, 2000 By: /s/ KENT D. KALKWARF
----------------------------------------
Name: Kent D. Kalkwarf
Title: Senior Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
<PAGE> 5
EXHIBIT INDEX
99.1 Press release dated October 24, 2000.
99.2 Press release dated October 25, 2000.