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
17, 2006
Renaissance
Media Group LLC
Renaissance Media (Louisiana)
LLC
Renaissance Media (Tennessee)
LLC
Renaissance
Media Capital Corporation
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-56679
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14-1803051
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333-56679-02
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14-1801165
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333-56679-01
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14-1801164
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333-56679-03
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14-1803049
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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
17, 2006, Charter Communications, Inc. ("Charter"),
the indirect parent company
and manager of Renaissance Media Group LLC, Renaissance
Media (Louisiana) LLC,
Renaissance Media (Tennessee) LLC and Renaissance
Media Capital Corporation,
amended its 2005 Executive Cash Award Plan for eligible
participants hired in
2006. As originally adopted, the Plan provided that
each participant be granted
an award which represents an opportunity to receive
cash payments based on the
participant's salary in 2005 through 2009. As amended,
the Plan will provide
that each new participant hired in 2006, be granted
an award based on the
participant's salary in 2006 through 2010. Thus,
an award for any new
participant will be credited in book entry format
to a participant's account in
an amount equal to 100% of a participant's base salary
on the date of Plan
approval in 2006 and 20% of participant's base salary
in each year 2007 through
2010, based on that participant's base salary as
of May 1 of the applicable
year. The Plan awards will vest at the rate of 50%
of the plan award balance at
the end of 2008 and 100% of the plan award balance
at the end of 2010. Other
provisions of the Plan remain the same.
The
2005
Executive Cash Award Plan, amended for 2006, is attached
as Exhibit
10.1.
Item
5.02 Departure of Directors or Principal Officers;
Election of Directors;
Appointment of Principal Officers.
On
April
18, 2006, the Board of Directors of Charter elected
Rajive Johri as a Class B
Director of Charter. Mr. Johri, 56, is the
President of First
National Bank of Omaha’s credit card business and has more than 30 years
of
leadership experience in marketing and business strategy.
Mr. Johri holds a Bachelor of Technology in Mechanical
Engineering from the
Indian Institute of Technology and an M.B.A. from
the Indian Institute of
Management. Mr.
Johri
was also elected a member of Charter's Audit Committee,
replacing Mr. John Tory,
who resigned from the Audit Committee due to other
time demands.
Mr.
Tory,
who had previously announced that he intended to
resign from the Board of
Directors, has agreed to remain as a director of
Charter.
A
press
release announcing Mr. Johri's election is filed
herewith as Exhibit
99.1.
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal
Year.
On
April
18, 2006, the Board of Directors of Charter adopted
an amendment to Section 3.2
of Charter's Bylaws. The amendment increases the
number of Charter's Directors
from 11 to 12, until changed by resolution of the
Board of Directors. The
amendment also clarifies that the holders of Charter's
Class B common stock
shall elect all Charter directors except for one
director who shall be elected
by the holders of the Class A and Class B common
stock, voting as one
class.
The
amendment to Charter's Bylaws is attached hereto
as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006 (Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006 (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). | |
| 99.1 | Press release dated April 21, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation have duly
caused this Current Report to be signed on their behalf by the undersigned
hereunto duly authorized.
RENAISSANCE
MEDIA GROUP LLC
RENAISSANCE
MEDIA (LOUISIANA)
LLC
RENAISSANCE
MEDIA (TENNESSEE)
LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated:
April 21, 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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RENAISSANCE
MEDIA CAPITAL CORPORATION
Registrant
Dated:
April 21, 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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| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006 (Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006 (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). | |
| 99.1 | Press release dated April 21, 2006 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on April 21, 2006 (File No. 000-27927)). |