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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   424
                     RIFKIN ACQUISITION PARTNERS, L.L.L.P.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The combined purchase price was allocated based on estimated fair values
from an independent appraisal to property, plant and equipment and franchise
cost as follows (dollars in thousands):
 

<TABLE>
<CAPTION>
                                                        GEORGIA    TENNESSEE
                                                        SYSTEMS      TRADE       TOTAL
                                                        -------    ---------    -------
<S>                                                     <C>        <C>          <C>
Fair value of assets relinquished (Note 4)............  $   --      $46,668     $46,668
Cash paid.............................................   1,392          719       2,111
Acquisition Costs (appraisal, transfer fees and direct
  costs)..............................................      26           76         102
                                                        ------      -------     -------
Total acquisition cost................................  $1,418      $47,463     $48,881
                                                        ======      =======     =======
Allocation:
Current assets........................................  $   (2)     $   447     $   445
Current liabilities...................................      (1)        (397)       (398)
Property, plant and equipment.........................     333       11,811      12,144
Franchise Cost........................................   1,088       35,602      36,690
                                                        ------      -------     -------
Total cost allocated..................................  $1,418      $47,463     $48,881
                                                        ======      =======     =======
</TABLE>

 
     The fair value of assets relinquished from the Tennessee Trade was treated
as a noncash transaction on the Consolidated Statement of Cash Flows. The cash
acquisition costs were funded by proceeds from the Company's reducing revolving
loan with a financial institution.
 
     The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Tennessee Trade
acquisitions had occurred at the beginning of 1997, with pro forma adjustments
to show the effect on depreciation and amortization for the acquired assets,
management fees on additional revenues and interest expense on additional debt
(dollars in thousands):
 

<TABLE>
<CAPTION>
                                                        YEARS ENDED
                                                  -----------------------
                                                  12/31/98     12/31/97
                                                  --------    -----------
                                                              (UNAUDITED)
<S>                                               <C>         <C>
Total revenues..................................  $89,921      $ 84,325
Net income (loss)...............................   19,447       (29,631)
</TABLE>

 
     The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Tennessee Trade actually been
acquired on January 1, 1997.
 
1997 ACQUISITIONS
 
     On April 1, 1997, the Company acquired the cable operating assets of two
cable systems serving the Tennessee communities of Shelbyville and Manchester
(the "Manchester Systems"), for an aggregate purchase price of approximately
$19.7 million of which $495,000 was paid as escrow in 1996. The acquisition was
accounted for using the purchase method of accounting, and was funded by
proceeds from the Company's reducing revolving loan with a financial
institution. No pro forma information giving the effect of the acquisitions is
shown due to the results being immaterial.
 
                                      F-195