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): November
30, 2007
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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers;
Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
(e)
Material change to existing compensatory
plans of certain
officers
At
its
meeting on November 30, 2007, the Compensation
and Benefits Committee of the
Board of Directors of Charter Communications,
Inc. (the “Company”), the
indirect parent company of CCO Holdings, LLC
and CCO Holdings Capital
Corp., approved an amendment
to the Company's 2005
Executive Cash Award Plan, as amended ( the
"Cash Award Plan") to make it
consistent with certain terms of the Company’s 2001 Stock Incentive Plan. The
amendment calls for accelerated awards and
the payment to the participant of
the full amount awarded under the Cash Award Plan
in the event of
termination of employment in connection with
a change in control of the Company
(as defined in Stock Incentive Plan).
A
copy of
the Amended and Restated Executive Cash Award
Plan is attached hereto as Exhibit
10.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item
5.02:
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Exhibit
Number
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Description
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| 10.1 |
Amended
and Restated Executive Cash Award
Plan. (Incorporated
by reference to Exhibit 10.1 to
the current report on Form 8-K
of Charter
Communications, Inc. filed on December
6, 2007 (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:
December 6, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
December 6, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
Amended
and Restated Executive Cash Award Plan. ((Incorporated
by reference to Exhibit 10.1 to the current report on Form
8-K of Charter
Communications, Inc. filed on December 6, 2007 (File No.
000-27927)).
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