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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Communications, Inc. and Charter Communications Holding Company do not have or
plan to create formal procedures for determining whether and to what extent
outside cable television systems acquired in the future will receive priority
with respect to personnel requirements.
 
                                  ACQUISITIONS
 
CHARTER COMMUNICATIONS HOLDING COMPANY MAY BE UNABLE TO OBTAIN SUFFICIENT
CAPITAL TO REPAY DEBT OUTSTANDING UNDER THE BRESNAN CREDIT FACILITIES. THIS MAY
RESULT IN A DEFAULT UNDER THE BRESNAN ACQUISITION AGREEMENT.
 
     The Bresnan acquisition will constitute an event of default under the
Bresnan credit facilities, permitting the lenders to declare all amounts
outstanding to be immediately due and payable. As of September 30, 1999, there
was $512 million outstanding under the Bresnan credit facilities. We cannot
assure you that the Bresnan lenders will waive the event of default or that
Charter Communications Holding Company will be able to amend and assume the
existing Bresnan credit facilities or obtain capital sufficient to refinance the
debt outstanding under these credit facilities. If there is a failure to so
obtain waivers, amend and assume, or refinance, the Bresnan acquisition may not
close. We cannot assure you that the Bresnan acquisition will close.
 
WE MAY BE UNABLE TO OBTAIN SUFFICIENT CAPITAL TO REPURCHASE CERTAIN EXISTING
PUBLIC DEBT. WE MAY AS A RESULT BE IN DEFAULT ON THIS DEBT WHICH COULD LEAD TO
LEGAL PROCEEDINGS BEING INITIATED AGAINST US. THIS COULD IN TURN LEAD TO
DEFAULTS UNDER OUR OTHER OBLIGATIONS, INCLUDING THE NOTES.
 
     We may be required to repurchase the Avalon 11.875% senior discount notes
(which we do not expect will be tendered for repurchase) at 101% of their
accreted value for which a change of control offer has been made. The accreted
value of these notes was $126.1 million as of the closing of the Avalon
acquisition in November 1999. We cannot assure you that we will be able to
obtain capital sufficient to fulfill these repurchase obligations. If we fail to
satisfy these repurchase obligations, the holders of these notes could initiate
legal proceedings against the issuers of the notes, including under bankruptcy
and reorganization laws, for any damages they suffer as a result of
non-performance. This could trigger defaults under our other obligations,
including the notes, our credit facilities and other debt instruments.
 
WE MAY NOT HAVE THE ABILITY TO INTEGRATE THE NEW CABLE SYSTEMS THAT WE ACQUIRE
AND THE CUSTOMERS THEY SERVE WITH OUR EXISTING CABLE SYSTEMS. THIS COULD
ADVERSELY AFFECT OUR OPERATING RESULTS AND GROWTH STRATEGY.
 
     Upon the completion of the Bresnan acquisition and transfer, we will own
and operate cable systems serving approximately 6.2 million customers. We have
grown rapidly through acquisitions of cable systems. We will acquire additional
cable systems if the Swap Transaction is completed and we may acquire more cable
systems in the future, through direct acquisition, system swaps or otherwise.
The integration of the cable systems we have recently acquired and plan to
acquire poses a number of significant risks, including:
 
     - our acquisitions may not have a positive impact on our cash flows from
       operations;
 
     - the integration of these new systems and customers will place significant
       demands on our management and our operations, information services, and
       financial, legal and marketing resources. Our current operating and
       financial systems and controls and information services may not be
       adequate, and any steps taken to improve these systems and controls may
       not be sufficient;
 
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