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): March 18, 2008
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital
Corporation
CCH
II, LLC
CCH
II Capital
Corp.
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact name of registrants as
specified in their charters)
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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333-111423
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03-0511293
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333-111423-01
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13-4257703
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333-112593
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86-1067239
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333-112593-01
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20-0259004
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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
(Registrants' 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 registrants under any of the following
provisions:
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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
5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 18, 2008, the Compensation and
Benefits Committee ("Committee") of the Board of Directors of Charter
Communications, Inc. ("Charter"), the indirect parent company of Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO
Holdings, LLC and CCO Holdings Capital Corp., announced that the
Committee approved awards for 2008 to eligible participants under a new
incentive program ("2008 IP") adopted under Charter's 2001 Stock Incentive Plan
(the "2001 Plan"). The 2008 IP provides for the grant of incentive awards, made
up of: (a) one-third in restricted shares of Charter's Class A common stock, (b)
one-third in performance units as defined in the 2001 Plan and (c) one-third in
"performance cash."
Under the 2008 IP, one-third of the
restricted shares will vest on each of the first three anniversaries of the date
of the award. With respect to the remainder of a participant's 2008
IP award of performance units and performance cash, in early 2009, the Committee
will determine if and to what degree Charter has reached its 2008 performance
goals under the 2008 IP metrics, which performance will determine the number of
performance units and the amount of performance cash earned for the year (with a
maximum attainment of 200% of the amounts awarded). Upon such
determination, one-third of the earned performance units will be converted into
a number of shares of Charter's Class A common stock, and such shares will
immediately vest and be issued to the participants. Likewise,
one-third of the earned performance cash will immediately vest and be paid to
the participants. The remaining balances of performance units and the
performance cash will be allocated to a book-entry "performance bank" for each
participant. One-third of the units and one-third of the cash
allocated to this performance bank will vest and be issued/paid to participants
each year thereafter. In addition, the units and cash allocated to
each participant’s performance bank will be adjusted upward or downward by as
much as 10% of the balance each year based upon Charter's performance for the
following two years.
In the event of a participant's
voluntary termination, termination by Charter "for cause," or termination by
reason of death or disability, all unvested restricted stock, all unearned
performance units and all performance bank amounts would be immediately
forfeited. In the event of retirement as defined in the 2001 Plan,
restricted stock vesting would continue and performance bank balances would be
paid out over three years following retirement.
In the event of involuntary termination
without cause prior to the occurrence of certain corporate transactions
(involving a change-in-control or going private transaction), Executive Vice
Presidents would receive two years of vesting for restricted stock (other
participants would receive one year) and payout of that portion of the
performance bank that was scheduled to occur within six months of the date of
termination. Upon such a termination, the individual's performance
award opportunity for the year of termination would be immediately forfeited
(subject to the terms of any applicable employment agreements).
In the event that Charter is involved
in a corporate transaction involving a change in control or going private
transaction following which the awards under the 2008 IP are not continued, or
in the event of a change-in-control and subsequent termination of employment
without cause or for good reason, the 2008 IP generally provides for full
vesting acceleration of the existing restricted stock and performance awards and
immediate payout of performance bank balances. In the case of awards to
Senior Vice Presidents and above made in March 2008, certain limits on the total
benefit received with respect to such award will apply in the event a public
announcement of a change in control or going private transaction involving
Charter occurs within 90 days after such award.
Under the 2008 IP, the Committee
awarded to Michael Lovett, Executive Vice President and Chief Operating Officer,
1,152,270 shares of restricted stock, 1,355,610 performance units and $933,330
of performance cash; and to Grier Raclin, Executive Vice President, General
Counsel and Corporate Secretary, 370,380 shares of restricted stock, 435,720
performance units and $300,000 of performance cash; and the Committee
recommended to the Board of Directors that it grant to Neil Smit, President and
CEO, 1,851,840 shares of restricted stock, 2,178,660 performance units and
$1,500,000 of performance cash.
ITEM
8.01 OTHER EVENTS.
(a) Charter
announced that on March 19, 2008, its subsidiary, Charter Communications
Operating, LLC ("Charter Operating"), closed on the sale of $546 million
principal amount of 10.875% 2nd lien notes due 2014 ("the Notes") in a private
transaction. At the closing, the amount of the Notes was upsized from the amount
previously announced. The proceeds from the sale of the Notes were
used to repay, but not permanently reduce, the outstanding debt balances under
the existing revolving credit facility of Charter Operating.
(b) Charter also announced that its
subsidiary, Charter Operating has closed on $500 million principal amount of
incremental term loans (the "Incremental Term Loans") under the Charter
Operating credit facilities. The net proceeds of the Incremental Term
Loans will be used for general corporate purposes.
The press releases announcing these
transactions are attached as Exhibits 99.1 and 99.2, respectively.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated March 20, 2008 (Incorporated by reference to Exhibit 99.1 to
the current report on Form 8-K of Charter Communications, Inc. filed on
March 24, 2008 (File No. 000-27927)).
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| 99.2 |
Press
Release dated March 20, 2008 (Incorporated by reference to Exhibit
99.2 to the current report on Form 8-K of Charter Communications, Inc.
filed on March 24, 2008 (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.
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Charter Communications Holdings,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: March 24,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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Charter
Communications
Holdings Capital Corporation
Registrant
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Dated: March 24, 2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, CCH II, LLC
and CCH II Capital Corp. have duly caused this Current Report to be signed
on their behalf by the undersigned hereunto duly
authorized.
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CCH II,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: March 24,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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CCH II
Capital Corp.
Registrant
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, CCO Holdings, LLC
and CCO Holdings Capital Corp. have duly caused this Current Report to be signed
on their behalf by the undersigned hereunto duly
authorized.
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CCO
Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: March 24,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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CCO
Holdings Capital Corp.
Registrant
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Dated: March 24, 2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice President, Controller and Chief Accounting Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated March 20, 2008 (Incorporated by reference to Exhibit 99.1 to
the current report on Form 8-K of Charter Communications, Inc. filed on
March 24, 2008 (File No. 000-27927)).
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| 99.2 |
Press
Release dated March 20, 2008 (Incorporated by reference to Exhibit 99.2 to
the current report on Form 8-K of Charter Communications, Inc. filed on
March 24, 2008 (File No.
000-27927)).
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