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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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in a manner substantially similar to the method of calculating daily portions of
OID, as described above. However, because the Notes may be optionally redeemed
for an amount that is in excess of their principal amount, special rules apply
that could result in a deferral of the amortization of bond premium until later
in the term of the Note. The amount amortized in any year will be treated as a
reduction of the U.S. Holder's interest income (including OID income) from the
Note. Bond premium on a Note held by a U.S. Holder that does not make such an
election will decrease the gain or increase the loss otherwise recognized upon
disposition of the Note. The election to amortize premium on a constant yield
method, once made, applies to all debt obligations held or subsequently acquired
by the electing U.S. Holder on or after the first day of the first taxable year
to which the election applies and may not be revoked without the consent of the
IRS.
 
     A U.S. Holder that purchases an Exchange Senior Discount Note or an
Original Senior Discount Note for an amount that is greater than the adjusted
issue price of the Exchange Senior Discount Note or the Original Senior Discount
Note on the date of purchase (as determined in accordance with the OID rules,
above) will be considered to have purchased such Exchange Senior Discount Note
or Original Senior Discount Note, at an "acquisition premium." A holder of an
Exchange Senior Discount Note or an Original Senior Discount Note that is
purchased at an acquisition premium may reduce the amount of the OID otherwise
includible in income with respect to the Exchange Senior Discount Note or the
Original Senior Discount Note by the "acquisition premium fraction." The
acquisition premium fraction is that fraction the numerator of which is the
excess of the holder's adjusted tax basis in the Exchange Senior Discount Note
or the Original Senior Discount Note immediately after its acquisition over the
adjusted issue price of such Note and the denominator of which is the excess of
the sum of all amounts payable on such Note after the purchase date over the
adjusted issue price of such Note. Alternatively, a holder of an Exchange Senior
Discount Note or an Original Senior Discount Note that is purchased at an
acquisition premium may elect to compute the OID accrual on the Exchange Senior
Discount Note or the Original Senior Discount Note by treating the purchase as a
purchase of the Exchange Senior Discount Note or the Original Senior Discount
Note at original issuance (treating the purchase price as the issue price) and
applying the OID rules thereto using a constant yield method.
 
UNITED STATES FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS
 
     The payment to a Non-U.S. Holder of interest (including the amount of any
payment that is attributable to OID that accrued while such Non-U.S. Holder held
the Note) on a Note will not be subject to U.S. federal withholding tax pursuant
to the "portfolio interest exception," provided that (1) the Non-U.S. Holder
does not actually or constructively own 10% or more of the capital or profits
interest in Charter and is not a controlled foreign corporation that is related
to Charter within the meaning of the Code and (2) either (A) the beneficial
owner of the Notes certifies to Charter or their agent, under penalties of
perjury, that it is not a U.S. Holder and provides its name and address on U.S.
Treasury Form W-8 (or a suitable substitute form) or (B) a securities clearing
organization, bank or other financial institution that holds the Notes on behalf
of such Non-U.S. Holder in the ordinary course of its trade or business (a
"financial institution") certifies under penalties of perjury that such a Form
W-8 (or suitable substitute form) has been received from the beneficial owner by
it or by a financial institution between it and the beneficial owner and
furnishes the payor with a copy thereof. Recently adopted Treasury Regulations
that will be effective January 1, 2000 (the "Withholding Regulations") provide
alternative methods for satisfying the certification requirement described in
(2) above. The
 
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