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): August
24, 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)
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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
August
24, 2005, Charter
Communications Holdings, LLC (“Charter Holdings”) and its wholly-owned
subsidiaries, CCH I, LLC ("CCH I") and CCH I Holdings, LLC ("CIH"),
commenced offers to exchange any and all of certain outstanding debt
securities
of
Charter Holdings in a private placement for new debt securities of
CCH I and
CIH.
The
exchange offers are subject to significant conditions that are described
in the
informational documents relating thereto. The offers will expire
at midnight on
September 26, 2005, subject to extension. CCH II is an indirect
wholly-owned subsidiary of Charter Holdings and CIH and a direct
wholly-owned
subsidiary of CCH I.
The
information agent for the exchange offers is Global Bondholder Service
Corporation. For more information, call the information
agent at
(800) 470-3800.
A
press
release announcing the private debt exchange offers is attached hereto
as
Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 8.01:
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Exhibit
Number
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Description
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99.1
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Press
release dated August 24, 2005. (Incorporated by reference
to Exhibit 99.1
to the current report on Form 8-K of Charter Communications
Holdings, LLC
and Charter Communications Holdings Capital Corp. filed on
August 26, 2005
(File No. 333-77499).
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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:
August 26, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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CCH
II
CAPITAL CORP.
Registrant
Dated:
August 26, 2005
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By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President,
Interim Chief
Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
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
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Press
release dated August 24, 2005. (Incorporated by reference to
Exhibit 99.1
to the current report on Form 8-K of Charter Communications Holdings,
LLC
and Charter Communications Holdings Capital Corp. filed on August
26, 2005
(File No. 333-77499).
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