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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
Entire Document
 
<PAGE>   2
 
   
                   SUBJECT TO COMPLETION, DATED MAY 12, 1999
    
 
   
                                 $3,575,000,000
    
                               OFFER TO EXCHANGE
                         8.250% SENIOR NOTES DUE 2007,
     8.625% SENIOR NOTES DUE 2009 AND 9.920% SENIOR DISCOUNT NOTES DUE 2011
                          FOR ANY AND ALL OUTSTANDING
                         8.250% SENIOR NOTES DUE 2007,
   
    8.625% SENIOR NOTES DUE 2009 AND 9.920% SENIOR DISCOUNT NOTES DUE 2011,
                                RESPECTIVELY, OF
    
 
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
   
                                      and
    
                        CHARTER COMMUNICATIONS HOLDINGS
                              CAPITAL CORPORATION
                           -------------------------
 
   
     Material Terms of the Exchange Offer:
    
 
   
     - We are offering to exchange the notes we sold in a private offering for
       new registered notes.
    
 
   
     - The exchange offer expires at 5:00 p.m., New York City time, on
                    , 1999, unless extended.
    
 
   
     - The terms of the new notes are substantially identical to the terms of
       the original notes, except for the transfer restrictions and registration
       rights relating to the original notes.
    
 
   
     - Tenders of original notes may be withdrawn any time prior to 5:00 p.m.,
       New York City time, on the expiration date of the exchange offer.
    
 
   
     - We will exchange all original notes that are properly tendered and not
       validly withdrawn.
    
 
   
     - No public market exists for the original notes or the new notes. We do
       not intend to list the new notes on any securities exchange or to seek
       approval for quotation through any automated quotation system.
    
                           -------------------------
 
   
     SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS WHO TENDER THEIR ORIGINAL NOTES IN THE
EXCHANGE OFFER.
    
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
   
             The date of this prospectus is                , 1999.