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): June 19, 2008
Charter
Communications Holdings, LLC
Charter
Communications Holdings Capital
Corporation
CCH
II, LLC
CCH
II Capital
Corp.
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact name of registrants as
specified in their charters)
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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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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333-112593
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86-1067239
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333-112593-01
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20-0259004
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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
(Registrants' 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 registrants 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
5.02 DEPARTURE OF CERTAIN DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On June 19, 2008, Charter
Communications, Inc. ("Charter"), the indirect parent company of Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation, CCH II, LLC, CCH II
Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp.,
announced that it has named Eloise E. Schmitz Executive Vice President and Chief
Financial Officer of Charter effective July 1, 2008. Ms. Schmitz has served as
Senior Vice President and Interim Chief Financial Officer since April 4,
2008.
Prior to assuming the Interim Chief
Financial Officer role, Ms. Schmitz, 43, served as Senior Vice President,
Strategic Planning. Ms. Schmitz joined Charter in 1998 and has served
in roles of increasing responsibility in finance and strategic planning since
that time.
Charter also announced that Robert A.
Quigley, Executive Vice President and Chief Marketing Officer, is resigning his
position, effective July 1, 2008. Mr. Quigley will remain with
Charter as an employee in an advisory role until he retires at the end of the
year.
The press releases announcing Ms.
Schmitz's appointment and Mr. Quigley's retirement are attached hereto as
Exhibits 99.1 and 99.2, respectively.
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 |
Press
release announcing the appointment of Eloise E. Schmitz Executive
Vice President and Chief Financial Officer dated
June 19, 2008
(Incorporated by reference to Exhibit 99.1 to the current report on Form
8-K of Charter Communications, Inc. filed on June 23, 2008 (File No.
000-27927)).
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| 99.2 | Press release announcing the retirement of Robert A. Quigley, Executive Vice President and Chief Marketing Officer dated June 19, 2008 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on June 23, 2008 (File No. 000-27927)). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, Charter
Communications Holdings, LLC, Charter Communications Holdings Capital
Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO
Holdings Capital Corp. have duly caused this current report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Charter Communications Holdings,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: June 23,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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Charter
Communications
Holdings Capital Corporation
Registrant
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Dated: June 23, 2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCH II,
LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: June 23,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title: Vice
President, Controller and Chief Accounting
Officer
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CCH II
Capital Corp.
Registrant
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Dated: June 23,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title: Vice
President, Controller and Chief Accounting
Officer
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CCO
Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole
Manager
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Dated: June 23,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCO
Holdings Capital Corp.
Registrant
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Dated: June 23,
2008
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By:/s/
Kevin D. Howard
Name: Kevin
D. Howard
Title:
Vice
President, Controller 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 announcing the appointment of Eloise E. Schmitz Executive Vice
President and Chief Financial Officer dated June 19, 2008
(Incorporated by reference to Exhibit 99.1 to the current report on Form
8-K of Charter Communications, Inc. filed on June 23, 2008 (File No.
000-27927)).
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| 99.2 | Press release announcing the retirement of Robert A. Quigley, Executive Vice President and Chief Marketing Officer dated June 19, 2008 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on June 23, 2008 (File No. 000-27927)). |