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): August
9, 2005
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-77499
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43-1843179
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333-77499-01
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43-1843177
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Charter
Communications, Inc. ("Charter"), the
indirect parent company and manager of Charter Communications Holdings,
LLC and
Charter Communications Holdings Capital Corporation, has entered into an
agreement setting forth the terms under which Mr. Neil Smit will serve
as
President and Chief Executive Officer of Charter. See Item 5.02 below for
additional information.
ITEM
5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
PRINCIPAL OFFICERS.
On
August
9, 2005, Charter's Board of Directors announced that it had unanimously
elected
Neil Smit to the position of President and Chief Executive Officer, effective
August 22, 2005. Mr. Smit will also serve as a member of Charter's Board
of
Directors as a Class B director. He succeeds Robert P. May, a Charter Board
Member, who has served as Charter's Interim President and Chief Executive
Officer, since January 2005. Mr. May will remain a member of Charter's
Board of
Directors.
Mr.
Smit,
46, has worked at Time Warner, Inc. since 2000, most recently serving as
the
President of Time Warner's America Online Access Business. He also served
at
America OnLine ("AOL") as Executive Vice President, Member Development,
Senior
Vice President of AOL's product and programming team, Chief Operating Officer
of
AOL Local, Chief Operating Officer of MapQuest. Prior to that he was a
regional
vice president with Nabisco and was with Pillsbury in a number of management
positions. Mr. Smit has a bachelor's of science degree from Duke University
and
a master's degree in with a focus in international business from Tufts
University's Fletcher School of Law and Diplomacy.
Charter
and Mr. Smit entered into an agreement as of August 9, 2005 whereby Mr.
Smit
will serve as Charter's President and Chief Executive Officer (the
"Employment Agreement"), attached as Exhibit 99.1, for a term expiring
on
December 31, 2008, unless extended for an additional two years at Charter's
option. Under the Employment Agreement, Mr. Smit will receive a $1,200,000
base
salary per year, through the third anniversary of the agreement, and thereafter
$1,440,000 per year for the remainder of the Employment Agreement. Mr.
Smit
shall be eligible to receive a performance-based target bonus of 125% of
annualized salary, with a maximum bonus of 200% of annualized salary, as
determined by the Compensation Committee of Charter's Board of Directors.
However, for 2005 only, he will receive a minimum bonus of $1,200,000,
provided
that he is employed by Charter on December 31, 2005. Under Charter's Long-Term
Incentive Plan he will receive options to purchase 3,333,333 shares of
Class A
common stock, exercisable for 10 years, with annual vesting of one-third
of the
grant in each of the three years from the employment date; a performance
share
award for a maximum of 4,123,720 shares of Class A common stock, to be
earned
during a three-year performance cycle starting January 2006; and a restricted
stock award of 1,250,000 shares of Class A common stock, with annual vesting
over three years following employment date. In addition, Mr. Smit will
receive
another restricted stock award for 1,250,000 shares of Class A common stock
vesting on the first anniversary of employment date.
Mr.
Smit
will receive full reimbursement for his relocation expenses and employee
benefits consistent with those made generally available to other senior
executives. In the event that Mr. Smit is terminated by Charter without
"cause"
or for "good reason termination," as those terms are defined in the Employment
Agreement, he will receive the greater of two times base salary or salary
through the remainder to the term of the Employment Agreement; a pro rata
bonus
for the year of termination; full vesting of options and restricted shares;
vesting of performance stock if targets are achieved; and twelve months
of COBRA
payments. The Employment Agreement contains non-compete provisions from
six
months to two years, depending on the type of termination. Charter will
gross up
federal taxes in the event that Mr. Smit is subject to any additional tax
under
Section 409A of the Internal Revenue Code.
A
press
release announcing these changes is attached hereto as Exhibit 99.2.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item
5.02:
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Exhibit
Number
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Description
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| 99.1 | Employment Agreement dated as of August 9, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 15, 2005 (File No. 000-27927)). | |
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99.2
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Press
Release dated August 9, 2005. (Incorporated by reference
to Exhibit
99.2 to the current report on Form 8-K of Charter Communications,
Inc.
filed on August 15, 2005 (File No. 000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: August
15, 2005
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President of Financial Reporting and
Analysis
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
August 15, 2005
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President of Financial Reporting and
Analysis
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 99.1 | Employment Agreement dated as of August 9, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 15, 2005 (File No. 000-27927)). | |
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99.2
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Press
Release dated August 9, 2005. (Incorporated by reference
to Exhibit
99.2 to the current report on Form 8-K of Charter Communications,
Inc.
filed on August 15, 2005 (File No. 000-27927)).
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