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): April 5, 2007
CCH
II, LLC
CCH
II 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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333-111423
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03-0511293
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333-111423-01
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13-4257703
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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
April
5, 2007, Charter Communications, Inc., the indirect parent company and
manager
of CCH II, LLC and CCH II Capital Corp., announced the final results of the
cash tender offer (the "Tender Offer") by its indirect subsidiary, Charter
Communications Holdings, LLC ("Charter Holdings"), for certain of its
outstanding senior notes (the "Notes"). The Tender Offer expired at 5:00
PM EDT,
on Tuesday, April 3, 2007, and the purchase settled on April 5, 2007. As
of
expiration, $168.9 million Notes were validly tendered for exchange, a
portion
of which were accepted as described in the attached press release, for
total
consideration, including accrued and unpaid interest, of $100
million.
A
press
release announcing the results and settlement is attached hereto 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 |
Press
release announcing final results of the Tender Offer
dated April 5, 2007
(Incorporated by reference to
Exhibit 99.1 to the
current report on Form 8-K of Charter Communications,
Inc. filed on April
10, 2007 (File No. 000-27927)).
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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.
CCH
II, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: April
10, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President and Chief Accounting
Officer
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CCH
II
CAPITAL CORP.
Registrant
Dated:
April 10, 2007
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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 |
Press
release announcing final results of the Tender Offer
dated April 5, 2007
(Incorporated by reference to
Exhibit 99.1 to the
current report on Form 8-K of Charter Communications,
Inc. filed on April
10, 2007 (File No. 000-27927)).
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