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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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     - our current information systems may be incompatible with the information
       systems we have acquired or plan to acquire. We may be unable to
       integrate these information systems at a reasonable cost or in a timely
       manner;
 
     - acquired businesses sometimes result in unexpected liabilities and
       contingencies which could be significant; and
 
     - our continued growth will also increase our need for qualified personnel.
       We may not be able to hire such additional qualified personnel.
 
     We cannot assure you that we will successfully integrate any acquired
systems into our operations.
 
THE FAILURE TO OBTAIN NECESSARY REGULATORY APPROVALS, OR TO SATISFY OTHER
CLOSING CONDITIONS, COULD IMPEDE THE CONSUMMATION OF A PENDING TRANSACTION. THIS
WOULD PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE
REVENUES.
 
     The Bresnan acquisition, the transfer to us of the Bresnan systems and the
Swap Transaction are subject to federal, state and local regulatory approvals.
We cannot assure you that we will be able to obtain any necessary approvals.
These transactions are also subject to a number of other closing conditions. We
cannot assure you as to when, or if, each such transaction will be consummated.
Any delay, prohibition or modification could adversely affect the terms of such
transactions or could require us to abandon an otherwise attractive opportunity
and possibly forfeit earnest money.
 
IF CHARTER COMMUNICATIONS, INC. AND CHARTER COMMUNICATIONS HOLDING COMPANY DO
NOT HAVE SUFFICIENT CAPITAL TO FUND POSSIBLE RESCISSION LIABILITIES, THEY COULD
SEEK FUNDS FROM CHARTER HOLDINGS AND ITS SUBSIDIARIES.
 
     The Rifkin and Falcon sellers who acquired membership units in connection
with the respective Rifkin and Falcon acquisitions, the Bresnan sellers who will
acquire membership units in connection with the Bresnan acquisition and the
Helicon sellers who acquired shares of Class A common stock in Charter
Communications, Inc.'s initial public offering may have rescission rights
against Charter Communications, Inc. or Charter Communications Holding Company,
as the case may be, arising out of possible violations of Section 5 of the
Securities Act in connection with the offers and sales of these equity
interests. If all of these equity holders successfully exercise their possible
rescission rights and Charter Communications, Inc. or Charter Communications
Holding Company becomes obligated to repurchase all such equity interests, the
total repurchase obligations could be up to approximately $1.7 billion. We
cannot assure you that Charter Communications, Inc. and Charter Communications
Holding Company would be able to obtain capital sufficient to fund any required
repurchases. If Charter Communications, Inc. and Charter Communications Holding
Company fail to obtain sufficient funds for this purpose, they could seek such
funds from Charter Holdings and its subsidiaries. This could adversely affect
our financial condition and results of operations.
 
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