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): April
3, 2006
CCO
Holdings, LLC
CCO
Holdings 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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333-112593
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86-1067239
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333-112593-01
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20-0257904
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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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
April
5, 2006, Charter Communications, Inc. ("Charter"), the indirect parent
company
and manager of CCO Holdings, LLC and CCO Holdings Capital Corp., entered
into an agreement with Wayne H. Davis governing the terms and conditions
of his
resignation as an officer and employee of Charter, effective March
23, 2006 (the
"Separation Agreement"). Under the terms of the Separation Agreement,
Mr. Davis
will receive the amount of base salary, calculated at an annual rate
of $450,000
from March 23, 2006 until September 30, 2007, (the "Separation Term"),
which
will be paid over the remainder of the Separation Term in equal bi-weekly
installments on Charter’s regular pay days for executives. These payments will
be made in accordance with 409A of the Internal Revenue Code. Mr. Davis
will be
eligible for a prorated amount of incentive compensation for 2006 based
on the
period from January 1, 2006 and his termination date of March 23, 2006.
This
amount will be payable no later than April 1, 2007. Mr. Davis will
receive a
lump sum payment equal to 18 times the monthly cost, at the time of
termination,
for paid coverage for health, dental and vision benefits under COBRA.
Any stock
options and restricted stock previously granted to Mr. Davis will continue
to
vest during the remainder of the Separation Term. Mr. Davis agreed to
abide by the non-disparagement provision in the Separation Agreement
and
released Charter from any claims arising out of or based upon any facts
occurring prior to the date of the Separation Agreement. Mr. Davis
has also
agreed that he will continue to be bound by the non-competition,
non-interference and non-disclosure provisions contained in his September
7,
2005 Employment Agreement.
The
full
text of Mr. Davis’ Separation Agreement is filed herewith as Exhibit
99.1.
On
April
5, 2006, Charter entered into a consulting agreement with Wayne
H. Davis
governing the terms and conditions for his services as an independent
consultant
to Charter, effective March 23, 2006 (the "Consulting Agreement")
. Mr. Davis
will serve as an independent consultant for Charter providing such
professional,
executive and administrative duties, directives and assignments
as may
reasonable by assigned to him by the Chief Executive Officer, Chief
Operating
Officer or his designee, from March 24, 2006 until April 28, 2006
or such later
date designated by Charter (the "Consulting Period"). Mr. Davis
will receive
$45,000 in return for his services through April 28, 2006, which
will be paid on
the regular Charter pay period for executives following April 28,
2006. If
Charter requests Mr. Davis’ services after April 28, 2006, Mr. Davis will be
paid at a rate of $1,730 per day for each worked thereafter, which
he will
receive on the next regular Charter pay period for executives immediately
following the last day of service. Mr. Davis’ payments as an independent
consultant are separate from the payments he will receive pursuant
to his
Separation Agreement. During the Consulting Period, Mr. Davis will
be reimbursed
for reasonable expenses incurred at Charter’s request in connection with his
consulting activities, including but not limited to reasonable
travel, lodging
and entertainment expenses. Since Mr. Davis will not be an employee
of Charter,
he agrees that he will not be eligible for programs applicable
to an employee of
Charter, such as incentive, bonus and benefit plans, vacation,
sick or paid
leave, 401(k) etc. Mr. Davis agrees that the confidentiality and
non-disclosure
obligations contained in his separation and employment agreements
will extend
during his Consulting Period.
The
full
text of Mr. Davis’ Consulting Agreement is filed herewith as Exhibit
99.2.
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
Charter
announced the resignation of Paul E. Martin, Senior Vice President,
Principal
Accounting Officer and Corporate Controller, effective April 3,
2006.
Charter
announced the appointment and promotion of Kevin D. Howard as Chief
Accounting
Officer effective April 4, 2006. He will report to Charter’s Chief Financial
Officer and will oversee the corporate accounting organization
and processes.
Mr. Howard, 36, has served as Charter’s Vice President of Finance since April
2003. Prior to that, he served as Director of Financial Reporting
since joining
Charter in April 2002. Mr. Howard began his career at Arthur Andersen
LLP in
1993 where he held a number of positions in the audit division
prior to leaving
in April 2002. Mr. Howard received a B.S.B.A. degree in finance
and economics
from the University of Missouri - Columbia and is a certified public
accountant,
certified managerial accountant and certified in financial
management.
Mr.
Howard signed a two-year employment agreement on February 15, 2006
under his
prior position as Vice President of Finance that will remain in
effect (the
"Employment Agreement"). Under the Employment Agreement, Mr. Howard
will receive
a base annual salary of $192,000, which has been increased to $215,000
for his
appointment. The
Employment Agreement provides that Mr. Howard shall be employed
in an executive
capacity to perform such duties as are assigned or delegated by
the President
and Chief Executive Officer or the designee thereof. He shall be
eligible to
participate in Charter's Long-Term Incentive Plan, Stock Option
Plan and to
receive such employee benefits as are available to other executives.
In the
event that he is terminated by Charter without "cause" or for "good
reason
termination," as those terms are defined in the Employment Agreement,
he will
receive his salary for the remainder of the term of the Employment
Agreement or
twelve months' salary, whichever is greater; a pro rata bonus for
the year of
termination; twelve months of COBRA payments; and the vesting of
options and
restricted stock for as long as severance payments are made. The
Employment
Agreement contains a one-year, non-compete provision (or until
the end of the
term of the Employment Agreement, if longer) in a Competitive Business,
as such
term is defined in the Employment Agreement, and a two-year non-solicitation
clause.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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| 99.1 | Separation Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)). | |
| 99.2 | Consulting Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
CCO
Holdings, LLC and CCO Holdings Capital Corp. have duly
caused this Current Report to be signed on their behalf by the undersigned
hereunto duly authorized.
CCO
HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated: April
6, 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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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
April 6, 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 | Separation Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)). | |
| 99.2 | Consulting Agreement of Wayne H. Davis, dated as of March 23, 2006 (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2006 (File No. 000-27927)). |