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): September 9,
2005
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-77499
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43-1843179
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333-77499-01
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43-1843177
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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
September 12, 2005, Charter Communications, Inc. ("Charter"), the indirect
parent company and manager of Charter Communications Holdings, LLC
and Charter
Communications Holdings Capital Corporation, announced the results
to date of
the exchange offers by Charter
Communications Holdings, LLC ("Charter Holdings"), CCH I, LLC ("CCH I")
and CCH I Holdings, LLC ("CIH") for any and all of certain
outstanding debt securities of Charter Holdings in a private
placement for new debt securities of CCH I and CIH. CCH I, CIH and
Charter
Holdings are indirect, wholly-owned subsidiaries of
Charter.
A
press
release announcing the results of the number of securities tendered by
the early
termination date, September 9, 2005, 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 September 12, 2005. (Incorporated by reference
to Exhibit
99.1 to the current report on Form 8-K of Charter Communications,
Inc.
filed on September 15, 2005 (File No. 000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: September
15, 2005
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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)
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
September 15, 2005
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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)
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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 September 12, 2005. (Incorporated by reference to
Exhibit
99.1 to the current report on Form 8-K of Charter Communications,
Inc.
filed on September 15, 2005 (File No. 000-27927)).
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