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): July
25, 2005
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)
|
333-111423
|
|
03-0511293
|
|
333-111423-01
|
13-4257703
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
July 25, 2005, Charter Communications, Inc. (“Charter"),
the
indirect parent company and manager of CCH
II,
LLC and CCH II Capital Corp., entered into an underwriting
agreement with Citigroup Global Markets, Inc. pursuant to which Charter agreed
to issue to the underwriter 27,170,000 shares of Class A common stock in
a
registered public offering. The issuance and sale of the shares under the
underwriting agreement was consummated on July 29, 2005.
The
shares issued under the underwriting agreement were issued pursuant to a
share
lending agreement, pursuant to which Charter had previously agreed to loan
to
the underwriter, acting as agent for Citigroup Global Markets Limited, up
to 150
million shares of Class A common stock. Accordingly, under the underwriting
agreement, Charter did not receive any of the proceeds from the sale of this
Class A common stock. However, under the underwriting agreement, Charter
received a loan fee of $.001 for each share that it issued to the underwriter.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Underwriting
Agreement dated July 25, 2005. (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K of
Charter
Communications, Inc. filed on July 29, 2005 (File No. 000-27927)).
|
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:
July 29, 2005
|
|
By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President, Interim Chief Financial Officer,
Principal
Accounting Officer and Corporate Controller
(Principal
Financial Officer and Principal Accounting
Officer)
|
CCH
II
CAPITAL CORP.
Registrant
Dated:
July 29, 2005
|
|
By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President, Interim Chief Financial Officer,
Principal
Accounting Officer and Corporate Controller
(Principal
Financial Officer and Principal Accounting
Officer)
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Underwriting
Agreement dated July 25, 2005. Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K of
Charter
Communications, Inc. filed on July 29, 2005 (File No. 000-27927)).
|