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): January
9, 2006
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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
January 9, 2006, Charter Communications, Inc. ("Charter"), the indirect
parent
company and manager of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, entered into a retention
agreement with Paul E. Martin, its Senior Vice President, Interim Chief
Financial Officer, Principal Accounting Officer and Corporate Controller,
in
which Mr. Martin agreed to remain as interim Chief Financial Officer until
at
least March 31, 2006 or such time as Charter reassigns or terminates his
employment, whichever occurs first ("Termination Date"). On the Termination
Date, Charter will pay Mr. Martin a special retention bonus in a lump sum
of
$116,200. This special retention bonus is in addition to any amounts due
to Mr.
Martin under the 2005 Executive Bonus Plan and to any other severance amounts,
set forth below. Mr. Martin will not participate in any executive incentive
or
bonus plan for 2006 unless otherwise agreed to by the parties.
In
addition, pursuant to this agreement, Charter will treat (a) any termination
of
Mr. Martin's employment by Charter without Cause, and other than due to
Death or
Disability, as such terms are defined in his previously-executed Employment
Agreement, after January 1, 2006, and (b) any termination by Mr. Martin
of his
employment for any reason after April 1, 2006 (including voluntary resignation),
as if his employment terminated without Cause and Charter will pay as severance
to Mr. Martin an amount calculated pursuant to his Employment Agreement
on the
basis of his base salary as Controller and without regard to any additional
compensation he had been receiving as interim Chief Financial Officer.
He will
also receive three months of outplacement assistance at a level and from
a
provider selected by Charter in its sole discretion. Please see the full
text of
Mr. Martin's retention agreement which is filed herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Retention
Agreement of Paul E. Martin. (Incorporated
by reference to Exhibit 99.1 to the current report
on Form 8-K of Charter
Communications, Inc. filed on January 9, 2006 (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:
January 10, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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CHARTER
COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
Registrant
Dated:
January 10, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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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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Retention
Agreement of Paul E. Martin. (Incorporated by reference to
Exhibit 99.1 to
the current report on Form 8-K of Charter Communications, Inc.
filed on
January 9, 2006 (File No. 000-27927)).
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