-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SenKgNzvOkhGpOij2ALoSxkkU9Hpwf3kK70IrJr7x8oFeTp7S6vykUy+kVXfg9BZ 8CGBi4OXlBlTViSZwSMGUg== 0001091667-09-000004.txt : 20090114 0001091667-09-000004.hdr.sgml : 20090114 20090113185734 ACCESSION NUMBER: 0001091667-09-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090109 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20090114 DATE AS OF CHANGE: 20090113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS HOLDINGS LLC CENTRAL INDEX KEY: 0001085476 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431843177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-77499 FILM NUMBER: 09524938 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3149650555 MAIL ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCH II LLC CENTRAL INDEX KEY: 0001266604 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-111423 FILM NUMBER: 09524942 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWER SCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCH II CAPITAL CORP CENTRAL INDEX KEY: 0001266605 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-111423-01 FILM NUMBER: 09524941 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST LOUIS ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO HOLDINGS LLC CENTRAL INDEX KEY: 0001271833 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-112593 FILM NUMBER: 09524940 BUSINESS ADDRESS: STREET 1: 12405 POWERCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR CITY: ST..LOUIS STATE: MO ZIP: 63131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCO HOLDINGS CAPITAL CORP CENTRAL INDEX KEY: 0001271834 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-112593-01 FILM NUMBER: 09524939 BUSINESS ADDRESS: STREET 1: 12405 POWERCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE CITY: ST.LOUIS STATE: MO ZIP: 631 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP CENTRAL INDEX KEY: 0001085475 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431843177 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-77499-01 FILM NUMBER: 09524943 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3149650555 MAIL ADDRESS: STREET 1: 12444 POWERSCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 8-K 1 body.htm CCH CCH II CCOH FORM 8K body.htm

 
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): January 9, 2009
 
 
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
CCH II, LLC
CCH II Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrants as specified in their charters) 
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization) 
 
 333-77499
  
 43-1843179
333-77499-01
  
43-1843177
 333-111423
  
03-0511293
 333-111423-01
  
 13-4257703
 333-112593
  
86-1067239
 333-112593-01
  
20-0259004
 (Commission File Number)
  
(I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131
(Address of principal executive offices including zip code) 

(314) 965-0555
(Registrants' 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 registrants under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
 
 
 
ITEM 5.02 DEPARTURE OF DIRECTORS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
       Charter Communications, Inc. ("Charter"), the indirect parent company of Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp. (collectively, the "Companies"), previously announced that it had initiated discussions with the Companies’ bondholders about financial alternatives to improve their balance sheets.  In connection with the initiation of such discussions and to provide incentives to management to maximize enterprise value during this process, Charter has made certain modifications to the compensation packages of its named executive officers as described in this Form 8-K.

On January 9, 2009, Charter's Board of Directors (the "Board") on recommendation of its Compensation and Benefits Committee (the "Committee") and the Committee’s executive compensation consultant, approved the conditional payment of plan balances under its Executive Cash Award Plan ("ECAP") to all participants, and the termination of the ECAP.  The amounts due under the ECAP were previously scheduled to vest on December 31, 2009.  The payments were discounted using a rate of 6% per annum.  Payments were made to the following named executive officers: Neil Smit, $1,196,785; Michael Lovett, $1,212,433; Grier Raclin, $473,452; and Eloise Schmitz, $386,330.  Should any participant who received this ECAP payment leave the employ of the Companies voluntarily or be terminated for cause prior to December 31, 2009, the full amount of the payment (net of taxes paid) must be paid back to the Companies upon termination.

The Board also approved, on recommendation of the Committee and the Committee’s executive compensation consultant, the 2009 Executive Bonus Plan (the "Plan"), including the performance metrics and target amounts, for certain employees of the Companies.  The performance metrics and target amounts are generally consistent with previously disclosed awards and grants in prior years.  However, the Committee approved a change in the Plan which would allow participants in the Plan to be awarded a 10% payout of the targeted bonus beginning at 90% attainment of the performance metrics; provided that, the amount of any bonus paid under the Plan would be capped at 150% payout at 105% attainment of the performance metrics.  In addition, the Plan includes semi-annual payouts with the mid-year payout capped at the target amount and the year-end payout based on full-year actual performance attainment.

The Board also approved, on recommendation of the Committee and its consultant, a restructuring value bonus plan (the "RVP") for certain participants including the named executive officers.  The RVP is intended to provide incentive to management to maximize enterprise value during the Companies' discussions and balance sheet improvement efforts with the  bondholders of the Companies.  Participants receiving awards under the RVP will not receive any awards under Charter's long-term incentive plan, any discretionary equity awards or any discretionary cash bonus awards for 2009.  The amount of the RVP bonus awards for the named executive officers will be, subject to the CEO’s discretion as to individual awards, 3 to 4 times base salary plus target bonus, to be paid one-third upon consummation of Charter's restructuring, one-third six months after consummation of such restructuring and one-third twelve months after consummation of such restructuring; provided that no payment of unpaid RVP awards will be paid if a participate leaves the Companies voluntarily or is terminated for cause prior to the due date for payment.
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital Corp. have duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Charter Communications Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
Charter Communications Holdings Capital Corporation
Registrant
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
CCH II, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
CCH II Capital Corp.
Registrant
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
CCO Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
CCO Holdings Capital Corp.
Registrant
 
Dated: January 13, 2009

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer

 
 
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