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): Febuary
9, 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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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
7.01 REGULATION FD DISCLOSURE.
(a)
On
February 9, 2007, Charter Communications, Inc., the
indirect parent company and
manager of CCO Holdings, LLC and CCO Holdings Capital
Corp., issued a press
release announcing preliminary financial and operating
results for the fourth
quarter 2006. The following information, including
the entirety of the press
release appearing in Exhibit 99.1 hereto, is not
filed but is furnished pursuant
to Item 7.01, "Regulation FD Disclosure."
(b)
On
February 9, 2007, Charter Communications, Inc., the
indirect parent company and
manager of CCO Holdings, LLC and CCO Holdings Capital
Corp., issued a press
release announcing the initiation of the refinancing
and expansion of the senior
secured credit facilities of its subsidiary, Charter
Communications Operating,
LLC. The following information, including the entirety
of the press release
appearing in Exhibit 99.2 hereto, is not filed but
is furnished pursuant to Item
7.01, "Regulation FD Disclosure."
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 dated as of February 9, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications Inc. filed on February 9, 2007 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of February 9, 2007 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications Inc. filed on February 9, 2007 (File No. 000-27927)). |
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:
February 9, 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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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
February 9, 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 dated as of February 9, 2007 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications Inc. filed on February 9, 2007 (File No. 000-27927)). | |
| 99.2 | Press Release dated as of February 9, 2007. (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications Inc. filed on February 9, 2007 (File No. 000-27927)). |