Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4/A Amendment No. 1 to Form S-4 HTML 3.23M
2: EX-5.1 Ex-5.1: Opinion of Gibson, Dunn & Crutcher LLP 5 22K
3: EX-23.2 Ex-23.2: Consent of Kpmg LLP 1 8K
4: EX-24.2 Ex-24.2: Power of Attorney HTML 10K
5: EX-25.1 Ex-25.1: Statement of Eligibility of Trustee 8 22K
6: EX-25.2 Ex-25.2: Statement of Eligibility of Trustee 8 22K
7: EX-25.3 Ex-25.3: Statement of Eligibility of Trustee 8 22K
8: EX-25.4 Ex-25.4: Statement of Eligibility of Trustee 1 9K
9: EX-25.5 Ex-25.5: Statement of Eligibility of Trustee 8 21K
10: EX-25.6 Ex-25.6: Statement of Eligibility of Trustee 8 23K
11: EX-25.7 Ex-25.7: Statement of Eligibility of Trustee 8 22K
12: EX-99.1 Ex-99.1: Form of Cover Letter HTML 26K
13: EX-99.2 Ex-99.2: Form of Broker Letter HTML 18K
14: EX-99.3 Ex-99.3: Form of Letter of Transmittal HTML 76K
15: EX-99.4 Ex-99.4: Form of Notice of Guaranteed Delivery HTML 30K
$150,704,000 Principal Amount of 11.125% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 11.125% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$470,907,287 Principal Amount of 9.920% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 9.920% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$299,098,000 Principal Amount of 10.00% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 10.00% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$814,590,000 Principal Amount of 11.75% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 11.75% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005,
$580,671,000 Principal Amount of 13.50% Senior Accreting
Notes due 2014 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding 13.50% Senior Accreting Notes
due 2014 issued by CCH I Holdings, LLC and CCH I Holdings
Capital Corp. on September 28, 2005, and
$216,719,000 Principal Amount of 12.125% Senior Accreting
Notes due 2015 of CCH I Holdings, LLC and CCH I Holdings Capital
Corp. which have been registered under the Securities Act of
1933 for any and all outstanding
and 12.125% Senior Accreting Notes due 2015 issued by CCH I
Holdings, LLC and CCH I Holdings Capital Corp. on
$3,525,000,000 in Principal Amount of 11.00% Senior Secured
Notes due 2015 of CCH I, LLC and CCH I Capital Corp. which have
been registered under the Securities Act of 1933 for any and all
outstanding 11.00% Senior Secured Notes due 2015 issued by CCH
I, LLC and CCH I Capital Corp. on September 28, 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON
[ ],
2006, UNLESS EXTENDED (THE “EXPIRATION DATE”).
OUTSTANDING NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE
EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED,
OUTSTANDING NOTES
TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY
SCHEDULED
EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE
PREVIOUSLY
SCHEDULED EXPIRATION DATE.
To Registered Holders and The Depository Trust Company
Participants:
We are enclosing herewith the materials listed below relating to
the offer by CCH I Holdings, LLC, a Delaware limited liability
company, and CCH I, LLC, a Delaware limited liability company
(together, the “Issuers”), to
exchange their notes currently outstanding (the
“outstanding notes”), which are not registered under
the Securities Act of 1933, for a like aggregate principal
amount of the Issuers’ new notes to be issued in the
Exchange Offer (the “new notes”), which have been
registered under the Securities Act of 1933, upon the terms and
subject to the conditions set forth in the Issuers’
Prospectus, dated February ,
2006 (the “Prospectus”) and the related Letter of
Transmittal (which, together with the Prospectus constitute the
“Exchange Offer”).
Enclosed herewith are copies of the following documents:
1. Prospectus;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery; and
4. Letter which may be sent to your clients for whose
account you hold outstanding notes in your name or in the name
of your nominee, with space provided for obtaining such
client’s instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that
the Exchange Offer will expire on the Expiration Date unless
extended.
The Exchange Offer is not conditioned upon any minimum number of
outstanding notes being tendered.
The Issuers will not pay any fee or commissions to any broker or
dealer or to any other persons (other than the Exchange Agent)
in connection with the solicitation of tenders of outstanding
notes pursuant to the Exchange Offer. The Issuers will pay or
cause to be paid any transfer taxes payable on the transfer of
outstanding notes to it, except as otherwise provided in
Instruction 11 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from
the Exchange Agent.
2
Instructions with Respect to the Exchange Offer
The undersigned hereby acknowledges receipt of the Prospectus
and the accompanying Letter of Transmittal relating to the
exchange of the outstanding notes for the new notes, which have
been registered under the Securities Act of 1933, respectively,
upon the terms and subject to the conditions set forth in the
Exchange Offer.
This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by
you relating to the Exchange Offer with respect to the
outstanding notes held by you for the account of the undersigned.
The aggregate face amount of the outstanding notes held by you
for the account of the undersigned is (fill in an amount):
$ of the
11.125% Senior Notes due 2014
$
of the 9.920% Senior Discount Notes due 2014
$
of the 10.000% Senior Notes due 2014
$
of the 11.750% Senior Discount Notes due 2014
$
of the 13.500% Senior Discount Notes due 2014
$
of the 12.125% Senior Discount Notes due 2015
$
of the 11.000% Senior Notes due 2015
With respect to the Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
o
To tender the following outstanding notes held by you for the
account of the undersigned (insert amount of outstanding
notes to be tendered (if any)):
$
of the 11.125% Senior Notes due 2014
$
of the 9.920% Senior Discount Notes due 2014
$
of the 10.000% Senior Notes due 2014
$
of the 11.750% Senior Discount Notes due 2014
$
of the 13.500% Senior Discount Notes due 2014
$
of the 12.125% Senior Discount Notes due 2015
$
of the 11.000% Senior Notes due 2015
o Not
to tender any outstanding notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the outstanding notes
held by you for the account of the undersigned, it is understood
that you are authorized to make, on behalf of the undersigned
(and the undersigned, by its signature below, hereby makes to
you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to
the representations, that (i) the new notes acquired
pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the undersigned,
(ii) neither the undersigned nor any such other person is
engaging in or intends to engage in the distribution of the new
notes, (iii) neither the undersigned nor any such other
person has an arrangement or understanding with any person to
participate in the distribution of such new notes, and
(iv) neither the undersigned nor any such other person is
an “affiliate” of the Issuers as defined in
Rule 405 under the Securities Act or, if the undersigned is
an “affiliate,” that the undersigned will comply with
the registration and prospectus delivery requirements of the
Securities Act of 1933 to the extent applicable. If the
undersigned is a broker-dealer (whether or not it is also an
“affiliate”) that will receive new notes for its own
account in exchange for outstanding notes that were acquired as
a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act of 1933 in
connection with any resale of such new notes. By acknowledging
that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act of 1933 in connection with
any resale of such new notes, the undersigned is not deemed to
admit that it is an “underwriter” within the meaning
of the Securities Act of 1933.
3
Name of beneficial
owner(s):
Signature(s):
Name(s)(please
print):
Address:
Telephone
Number:
Taxpayer Identification or Social
Security
Number:
