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 11,
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Material change to existing compensatory plans of certain
officers
(1) The
Compensation and Benefits Committee of the Board of Directors (the
"Committee")
and the Board of Directors of Charter Communications, Inc. (the "Company),
the
indirect parent company and manager of CCH II, LLC and CCH II Capital
Corp., have approved the 2008 Executive Bonus Plan (the "Plan"), including
the performance metrics and target amounts, for certain officers
of the
Company. The performance metrics and target amounts are generally
consistent with previously disclosed awards and grants. However, the
Committee approved a change in the Plan which would allow participants
in the
Plan to be awarded a 50% payout of the bonus beginning at 95% attainment
of the
performance metrics; provided that the amount of any bonus paid under
the Plan
would be capped at 150% payout at 105% attainment of the performance
metrics. Previously, bonuses could only be awarded at above 95% of
performance attainment and total payout was capped at 165% payout.
A
more
detailed description of the 2008 Executive Bonus Plan is attached
hereto as
Exhibit 10.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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: December
14, 2007
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By:/s/
Jeffrey T. Fisher
Name: Jeffrey
T. Fisher
Title:
Chief
Financial Officer (Principal Financial
Officer)
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CCH
II
CAPITAL CORP.
Registrant
Dated:
December 14, 2007
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By:/s/
Jeffrey T. Fisher
Name: Jeffrey
T. Fisher
Title:
Chief
Financial Officer (Principal Financial
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
2008
Executive Bonus Plan (Incorporated
by reference to Exhibit 10.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on December 14, 2007 (File No.
000-27927)).
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