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): January
9, 2006
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact
name of registrants as specified in their charter) Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-112593
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86-1067239
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333-112593-01
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20-0257904
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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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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
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
January 9, 2006, Charter Communications, Inc. ("Charter"), the indirect
parent
company and manager of CCO Holdings, LLC and CCO Holdings Capital
Corp., entered into a retention agreement with Paul E. Martin,
its Senior
Vice President, Interim Chief Financial Officer, Principal Accounting
Officer
and Corporate Controller, in which Mr. Martin agreed to remain as interim
Chief
Financial Officer until at least March 31, 2006 or such time as Charter
reassigns or terminates his employment, whichever occurs first ("Termination
Date"). On the Termination Date, Charter will pay Mr. Martin a special
retention
bonus in a lump sum of $116,200. This special retention bonus is in addition
to
any amounts due to Mr. Martin under the 2005 Executive Bonus Plan and
to any
other severance amounts, set forth below. Mr. Martin will not participate
in any
executive incentive or bonus plan for 2006 unless otherwise agreed to
by the
parties.
In
addition, pursuant to this agreement, Charter will treat (a) any termination
of
Mr. Martin's employment by Charter without Cause, and other than due
to Death or
Disability, as such terms are defined in his previously-executed Employment
Agreement, after January 1, 2006, and (b) any termination by Mr. Martin
of his
employment for any reason after April 1, 2006 (including voluntary resignation),
as if his employment terminated without Cause and Charter will pay as
severance
to Mr. Martin an amount calculated pursuant to his Employment Agreement
on the
basis of his base salary as Controller and without regard to any additional
compensation he had been receiving as interim Chief Financial Officer.
He will
also receive three months of outplacement assistance
at a level and from a provider selected by Charter in its sole discretion.
Please see the full text of Mr. Martin's retention agreement which is
filed
herewith as Exhibit 99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Retention
Agreement of Paul E. Martin. (Incorporated
by reference to Exhibit 99.1 to the current report
on Form 8-K of Charter
Communications, Inc. filed on January 9, 2006 (File
No. 000-27927)).
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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.
CCO
HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: January
10, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
January 10, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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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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Retention
Agreement of Paul E. Martin. (Incorporated
by reference to Exhibit 99.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on January 9, 2006 (File No.
000-27927)).
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