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
11, 2006
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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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
8.01
OTHER EVENTS.
On
August
11, 2006, Charter Communications, Inc. ("Charter"), the indirect parent
company
and manager of Charter Communications Holdings, LLC ("Charter Holdings")
and
Charter Communications Holdings Capital Corporation and CCH II, LLC ("CCH
II"), an indirect subsidiary of Charter and Charter Holdings, filed a
registration statement on Form S-4 with the Securities and Exchange
Commission
relating to a proposed exchange offer whereby holders of Charter’s outstanding
5.875 % senior convertible notes due 2009 (the ‘‘Charter convertible notes’’)
will be offered the right to exchange up to $450 million of such notes
for up to
$188 million in cash, up to 45 million shares of Charter's Class A
Common Stock,
par value $0.001, and up to $146 million aggregate principal amount
of CCH II’s
Senior Notes due 2010, in each case subject to certain rights to amend
or
otherwise modify these offers as set forth in the related exchange
offer
prospectus and any supplements thereto (the ‘‘Charter exchange offer’’). The
Charter exchange offer is being made by CCHC, LLC and CCH II. The Charter
exchange offer will expire at 11:59 p.m., ET, on September 8, 2006,
unless
extended or earlier terminated. The press release announcing the transaction
is
filed as Exhibit 99.1 attached hereto.
In
relation to the Charter exchange offer, certain risk factors for Charter
and its
subsidiaries were updated. See the Form S-4 filed by Charter and CCH
II,
registration no. 333-136508.
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
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Press
Release dated as of August 11, 2006. (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K
of Charter
Communications, Inc. filed on August 16, 2006 (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 16, 2006
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President and Chief Accounting
Officer
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
August 16, 2006
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President 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
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Press
Release dated as of August 11, 2006. (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K
of Charter
Communications, Inc. filed on August 16, 2006 (File No. 000-27927)).
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