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): March
14, 2007
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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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 DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On
March
14, 2007, Charter Communications, Inc. ("Charter"),
the indirect parent company
and manager of CCO Holdings, LLC and CCO Holdings
Capital Corp., entered
into an agreement with Sue Ann R. Hamilton, Executive
Vice President,
Programming of Charter, governing the terms and
conditions of the termination of
her employment with Charter, as of March 31, 2007
(the "Separation Agreement").
Under the terms of the Separation Agreement, Ms.
Hamilton will receive the
amount of base salary, calculated at an annual
rate of $385,000 until March 31,
2008, (the "Separation Term"), which will be paid
over the remainder of the
Separation Term in equal bi-weekly installments
on Charter's regular pay days
for executives, subject to a delay in the first
payment to avoid the tax
consequences of Section 409A of the Internal Revenue
Code. Ms. Hamilton will
also be eligible for incentive and/or performance
compensation for 2006, payable
no later than March 15, 2007, and for a pro
rata
amount
of incentive and/or performance compensation for
2007, payable no later than
March 15, 2008. Ms. Hamilton will also receive
a lump sum payment equal to
twelve times the monthly cost, at the time of termination,
for paid coverage for
health, dental and vision benefits under COBRA.
Any stock options and restricted
stock previously granted to Ms. Hamilton will continue
to vest during the
remainder of the Separation Term but options or
shares vesting after the
Separation term will terminate. Ms. Hamilton agreed to abide by the
non-disparagement provision in the Separation Agreement
and released Charter
from any claims arising out of or based upon any
facts occurring prior to the
date of the Separation Agreement. Ms. Hamilton
has also agreed that she will
continue to be bound by the non-competition (through
December 31, 2007),
non-interference and non-disclosure provisions
contained in her October 31, 2005
Employment Agreement.
The
full
text of Ms. Hamilton's Separation Agreement is
filed herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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99.1
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Separation
Agreement and Release for Sue Ann R. Hamilton (Incorporated by
reference to Exhibit 99.1 to the current report
on Form 8-K of Charter
Communications Inc. filed on March 14, 2007 (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:
March 14, 2007
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President,
General Counsel and
Secretary
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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
March 14, 2007
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President,
General Counsel and
Secretary
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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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Separation
Agreement and Release for Sue Ann R. Hamilton (Incorporated by
reference to Exhibit 99.1 to the current report on Form 8-K of
Charter
Communications Inc. filed on March 14, 2007 (File No. 000-27927)).
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