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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   35
 
                                USE OF PROCEEDS
 
     This exchange offer is intended to satisfy certain of our obligations under
the exchange and registration rights agreements entered into in connection with
the offering of the original notes. We will not receive any proceeds from the
exchange offer. In consideration for issuing the new notes, we will receive
original notes with the same original principal amount at maturity. The form and
terms of the original notes are the same as the form and terms of the new notes,
except as otherwise described in this prospectus. The original notes surrendered
in exchange for new notes will be retired and canceled and cannot be reissued.
Accordingly, the issuance of the new notes will not result in any increase in
our outstanding debt.
 
     We received proceeds totaling approximately $1.3 billion from the private
placement of the original notes. These proceeds will be used to finance the
Avalon and Falcon change of control offers, to finance the Bresnan change of
control offers after the Bresnan acquisition is closed and to repay other debt.
Pending our use of the net proceeds from the sale of the original notes, we may
invest the funds in appropriate short-term investments as determined by us or
repay amounts outstanding under the revolving credit facilities of our
subsidiaries.
 
     The break-down of the uses of proceeds is as follows (in millions):
 

<TABLE>
<S>                                                           <C>
Change of control offers:
  Falcon
     8.375% senior debentures due 2010......................  $  378.8
     9.285% senior discount debentures due 2010.............     322.5
  Avalon
     9.375% senior subordinated notes due 2008..............     151.5
     11.875% senior discount notes due 2008.................     127.4
  Bresnan
     8.0% senior notes due 2005.............................     167.0
     9.25% senior discount notes due 2009...................     105.8
Discounts and commissions...................................      26.8
Expenses....................................................      20.5
                                                              --------
Total.......................................................  $1,300.3
                                                              ========
</TABLE>

 
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