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): September
2, 2005
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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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.
Charter
Communications, Inc. ("Charter"), the indirect parent company and manager
of CCH
II, LLC and CCH II Capital Corp., has entered into employment
agreements
with Paul E. Martin, Senior Vice President, Interim Chief Financial
Officer,
Principal Accounting Officer and Corporate Controller ("Martin"), as
of
September 2, 2005; and Wayne H. Davis, Executive Vice President and
Chief
Technical Officer ("Davis"), as of September 7, 2005. These agreements,
which
are substantially similar, set forth the terms under which Martin and
Davis will
serve as executives of Charter. The term of these agreements is two
years from
the date of the respective agreement.
The
agreements provide that Martin and Davis (collectively "Executives")
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.
They 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 senior executives. In the event that the Executives are terminated
by
Charter without "cause" or for "good reason termination," as those
terms are
defined in the employment agreements, the terminated Executive will
receive his
salary for the remainder of the term of the 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 agreements contain
one-year,
non-compete provisions (or until the end of the term of the agreement,
if
longer) in a Competitive Business, as such term is defined in the agreements,
and two-year non-solicitation clauses.
The
respective agreements provide that Martin's salary shall be $240,625
and Davis'
salary $450,000. Martin's salary is in addition to the salary and bonus
amounts
set forth in the Letter Agreement dated April 15, 2005, and previously
filed as
an exhibit to Charter's current report on Form 8-K filed on April 19,
2005.
The
full
text of Martin's employment agreement is filed herewith as Exhibit
99.1 and
Davis' employment agreement as Exhibit 99.2.
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
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Employment
Agreement of Paul E. Martin dated as of September 2, 2005.
(Incorporated
by reference to Exhibit 99.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on September 9, 2005 (File No.
000-27927)).
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99.2
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Employment
Agreement of Wayne H. Davis dated as of September 7,
2005. (Incorporated by reference to
Exhibit 99.2 to the
current report on Form 8-K of Charter Communications, Inc.
filed on
September 9, 2005 (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:
September 9, 2005
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President of Financial Reporting and
Analysis
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CCH
II
CAPITAL CORP.
Registrant
Dated:
September 9, 2005
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President of Financial Reporting and
Analysis
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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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Employment
Agreement of Paul E. Martin dated as of September 2, 2005. (Incorporated
by reference to Exhibit 99.1 to the current report on Form 8-K
of Charter
Communications, Inc. filed on September 9, 2005 (File No. 000-27927)).
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99.2
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Employment
Agreement of Wayne H. Davis dated as of September 7,
2005. (Incorporated by reference to Exhibit
99.2 to the
current report on Form 8-K of Charter Communications, Inc. filed
on
September 9, 2005 (File No. 000-27927)).
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