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): December 1, 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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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o
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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 DEPARTURE OF DIRECTORS OR CERTIAN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective December 1, 2008, Marc B.
Nathanson resigned as a member of the Board of Directors of Charter
Communications, Inc., 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.
Attached as Exhibit 99.1 is a copy of
the press release announcing Mr. Nathanson's resignation.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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99.1
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Press
release announcing Marc B. Nathanson's resignation as a director of
Charter Communications, Inc. (Incorporated by
reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 5, 2008 (File No.
000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO
Holdings Capital Corp. have duly caused this current report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Charter Communications Holdings,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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Charter
Communications
Holdings Capital Corporation
Registrant
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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CCH II,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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CCH II
Capital Corp.
Registrant
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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CCO
Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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CCO
Holdings Capital Corp.
Registrant
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Dated: December 5,
2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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Exhibit Index
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Exhibit
Number
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Description
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99.1
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Press
release announcing Marc B. Nathanson's resignation as a director of
Charter Communications, Inc. (Incorporated by
reference to Exhibit 99.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on December 5, 2008 (File No.
000-27927)).
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