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): February
24, 2006
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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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.
(a)
On
February 27, 2006, Charter Communications Operating, LLC ("Charter Operating"),
an indirect subsidiary of CCH
II,
LLC and CCH II Capital Corp. (the "Registrants"), entered into a
definitive agreement (the "Agreement") with Cebridge Acquisition Co.
LLC
("Cebridge") to sell certain cable television systems (the "Systems")
in West
Virginia, Virginia, Kentucky and Ohio for approximately $770 million
(the
"Purchase Price"). The systems being sold pursuant to the Agreement serve
approximately 240,000 analog video, 116,000 digital video and 78,000
high-speed
Internet customers. The Purchase Price is subject to adjustment as provided
in
the Agreement, and the Agreement includes representations, warranties
and
covenants from both parties that are typical in cable television industry
transactions.
Cebridge
has agreed
to deposit approximately 1.5% of the Purchase Price, and has agreed to make
an
additional deposit equal to approximately 1.5% of the Purchase Price if certain
conditions are not met by May 15, 2006, all as provided in the Agreement. If
Cebridge terminates the Agreement, other than upon a breach of the Agreement
by
Charter Operating, it will forfeit such deposit.
Charter
Operating has agreed, during time periods specified in the Agreement, not to
offer for sale, solicit proposals relating to alternative transactions with
respect to, or participate in discussions regarding, the Systems, or make
information about the Systems available to any person in connection with a
possible sale of the Systems.
The
closing
of the transactions contemplated by the Agreement is expected to occur in the
third quarter of 2006, following the satisfaction or waiver of customary closing
conditions and the receipt of regulatory approvals.
A
press
release announcing the transaction is attached as Exhibit 99.1.
(b)
Charter
Communications, Inc. ("Charter"), the
indirect parent company and manager of the Registrants, and Michael J.
Lovett, Charter's Executive Vice President and Chief Operating Officer, have
entered into a new employment agreement, effective as of February 28, 2006
(the
"Agreement"), whereby Mr. Lovett will serve as its Executive Vice President
and
Chief Operating Officer at a salary of $700,000 per year which is to be reviewed
annually, and will perform such duties and responsibilities set forth in the
Agreement. The
Agreement amends, supersedes and replaces Mr. Lovett's prior employment
agreement dated March 31, 2005. The term of the Agreement is three
years from the effective date and will be reviewed and considered for extension
at 18-month intervals during Mr. Lovett's employment. Under the Agreement,
Mr.
Lovett will be entitled to receive cash bonus payments in an amount per year
targeted at 100% of salary in accordance with the senior management plan and
to
participate in all employee benefit plans as are offered to other senior
executives. Mr. Lovett will also receive a grant of 150,000 restricted shares
of
Charter's Class A common stock on the effective date of the Agreement, vesting
in equal installments over a three-year period from employment date; an award
of
300,000 restricted shares of Charter's Class A common stock on the first
anniversary of the Agreement, vesting in equal installments over a three-year
period; an award of options to purchase 432,000 shares of Charter's Class A
common stock under terms of the stock incentive plan on the effective date
of
the Employment Agreement; an award of options to purchase 864,000 shares of
Charter's Class A common stock under the terms of the stock incentive plan
on
the first anniversary of the Agreement; an award of 259,200 performance shares
under the stock incentive plan on the effective date of the Agreement and will
be eligible to earn these shares over a performance cycle from January 2006
to
December 2006; and an award of 518,400 performance shares under the stock
incentive plan on the first anniversary of the Agreement and will be eligible
to
earn these shares over a three-year performance cycle January 2007- December
2009.
If
terminated
other than for "cause," as such term is defined in the Agreement, prior to
March
31, 2007, Mr. Lovett will receive relocation expenses to the city of his choice
in the 48 contiguous states in accordance with Charter's relocation policy.
In
the event that Mr. Lovett is terminated by Charter without "cause,'' for "good
reason'' or by Mr. Lovett within 60 days following a "change in control," as
those terms are defined in the employment agreement, Mr. Lovett will receive
his
salary for the remainder of the term of the agreement; a pro rata bonus for
the
year of termination; and the immediate vesting of options, restricted stock
and
performance shares. The Agreement also contains a two-year non-solicitation
clause.
A
copy of the
Agreement is attached as Exhibit 99.2.
ITEM
1.02
TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
See
the
description set forth in Item 1.01(b) above.
ITEM
8.01 OTHER EVENTS.
On
February
24, 2006, Charter Operating entered into a definitive agreement with New Wave
Communications to sell certain cable television systems in Southern Illinois
and
Kentucky for approximately $126 million. The systems being sold serve
approximately 76,000 analog video, 26,000 digital video and 13,000 high-speed
Internet customers. This transaction is subject to customary closing conditions,
potential price adjustments and regulatory review approval. The closing is
expected to occur in the third quarter of 2006.
A
press
release announcing the transaction is attached as Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following
exhibit is filed pursuant to Item 1.01
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99.1
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Press
Release dated February 28 2006. (Incorporated by reference to Exhibit
99.1
to the current report on Form 8-K of Charter Communications, Inc.
filed on
March 3, 2006 (File No. 000-27927)).
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99.2
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Employment
Agreement dated February 28, 2006. (Incorporated by reference to
Exhibit
99.2 to the current report on Form 8-K of Charter Communications,
Inc.
filed on March 3, 2006 (File No.
000-27927)).
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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:
March 3, 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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CCH
II
CAPITAL CORP.
Registrant
Dated:
March 3, 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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99.1
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Press
Release dated February 28 2006. (Incorporated by reference to
Exhibit 99.1
to the current report on Form 8-K of Charter Communications,
Inc. filed on
March 3, 2006 (File No. 000-27927)).
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99.2
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Employment
Agreement dated February 28, 2006. (Incorporated by reference
to Exhibit
99.2 to the current report on Form 8-K of Charter Communications,
Inc.
filed on March 3, 2006 (File No.
000-27927)).
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