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): July
1, 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
2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.
On
July
1, 2006, Charter Communications Operating, LLC ("Charter
Operating"), an
indirect subsidiary of CCO Holdings, LLC, completed the
sale of various
geographically non-strategic assets to Cebridge Acquisition
Co., LLC and
Telecommunication Management, LLC, operating as NewWave
Communications; for
aggregate proceeds of approximately $896 million, subject
to post-closing
adjustments. The transactions include cable television
systems in West Virginia
and Virginia sold to Cebridge and in Illinois and Kentucky
sold to NewWave. The
systems sold to Cebridge serve approximately 242,600 analog
video customers and
those purchased by NewWave serve approximately 75,200 analog
video customers.
A
press
release announcing the completion of the sales is included
herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 2.01:
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Exhibit
Number
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Description
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99.1
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Press
release dated as of July 3, 2006 (Incorporated
by reference to Exhibit
99.1 to the current report on Form 8-K of Charter
Communications, Inc.
filed on July 6, 2006 (File No. 000-27927)).
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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:
July 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:
July 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
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Press
release dated as of July 3, 2006 (Incorporated by reference to
Exhibit
99.1 to the current report on Form 8-K of Charter Communications,
Inc.
filed on July 6, 2006 (File No. 000-27927)).
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