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): July 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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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 CERTAIN DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On July 1,
2008, as previously announced by 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., in a Form 8-K filed on June 23,
2008, Eloise E. Schmitz became the Executive Vice President and Chief Financial
Officer of Charter. As of July 1, Ms. Schmitz's annual base salary increased to
$525,000 and she received grants of 92,593 shares of restricted stock, 108,932
performance units and $100,000 in performance cash pursuant to the terms of
Charter's 2008 Incentive Program. In addition, her annual bonus target under
Charter's Executive Bonus Plan will be 75% of her annual base salary. It is
anticipated that Ms. Schmitz will enter into an amended and restated employment
agreement, the terms of which will include the above-referenced terms;
additional terms included in Charter's employment agreements with Executive Vice
Presidents include that in the event of a termination by Charter without cause
or by Ms. Schmitz for Good Reason (as defined in the employment agreement),
Charter shall pay her two times her annual base salary and a lump sum equal to
24 months of COBRA payments (compared to the one year payments in the current
agreement).
Also, on July
1, 2008, as previously announced, Robert A. Quigley resigned as Executive Vice
President and Chief Marketing Officer, although he will remain as an advisor to
Charter and retire at the end of the year. As of July 1, his annual base salary
was reduced to $120,000, he will receive a lump sum payment to cover his COBRA
payments through December 31, 2008 and he will receive a $100,000 non-refundable
payment toward his bonus under the Executive Bonus Plan (his target bonus under
the Executive Bonus Plan for 2008 was reduced to $211,500). It is anticipated
that Mr. Quigley will enter into an amendment to his employment agreement
reflecting those terms.
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: July 8,
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: July 8, 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,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: July 8,
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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Dated: July 8,
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, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: July 8,
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: July 8,
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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