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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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optic cable access cable at a price that we believe is generally 20% lower than
the price offered by the telephone companies.
 
     In the past, cable Internet connections have provided customers with widely
varying access speeds because each customer accessed the Internet by sending and
receiving data through a "node." A node is a single connection to a cable
system's main, high-capacity fiber-optic cable that is shared by a number of
customers. Users connecting simultaneously through a single node share the
bandwidth of that node, so that a user's connection speed may diminish as
additional users connect through the same node. To induce users to switch to our
Internet services, however, we guarantee our cable modem customers the minimum
access speed selected from several speed options we offer. We also provide
higher guaranteed access speeds for customers willing to pay an additional cost.
In order to meet these guarantees, we are increasing the bandwidth of our system
and "splitting" nodes easily and cost-effectively to reduce the number of
customers per node.
 
     As of February 1999, we provided Internet access service to approximately
9,300 homes and 130 businesses. The following table indicates the historical and
projected availability of Internet access services to our existing customer base
as of the dates indicated.
 

<TABLE>
<CAPTION>
                                                            BASIC CUSTOMERS WITH
                                                             ADVANCED SERVICES
                                                              AVAILABLE AS OF
                                                                DECEMBER 31,
                                                            --------------------
                                                             1998        1999
                                                            -------    ---------
<S>                                                         <C>        <C>
High-Speed Internet Access via Cable Modems:
  EarthLink/Charter Pipeline..............................  413,000      740,000
  HSAC....................................................   15,000      640,000
  @Home...................................................  131,000      154,000
                                                            -------    ---------
     Total Cable Modems...................................  559,000    1,534,000
                                                            =======    =========
Internet Access via WorldGate.............................  230,000      854,000
                                                            -------    ---------
</TABLE>

 
     - CABLE MODEM-BASED INTERNET ACCESS.  A "cable modem" is a peripheral
device attached to a PC that allows the user to send and receive data over a
cable system. Generally, we offer Internet access through cable modems to our
customers in systems that have been upgraded to at least 550 MHz bandwidth
capacity.
 
     We have an agreement with EarthLink, one of the world's largest independent
Internet service providers, to provide as a private label service Charter
Pipeline(TM), a cable modem-based, high-speed Internet access service. We
currently charge a monthly usage fee of between $29.95 and $34.95. Our customers
have the option to lease a cable modem for $10 to $15 a month or to purchase a
modem for between $300 and $400. We currently offer Charter Pipeline(TM) and
other Internet access services in Lanett, Alabama; Los Angeles and Riverside,
California; Newtown, Connecticut; Newnan, Georgia; St. Louis, Missouri; Fort
Worth, Texas; and Eau Claire, Wisconsin. At March 31, 1999, we offered EarthLink
Internet access to approximately 421,000 of our homes passed and have
approximately 5,300 customers.
 
     We have a relationship with HSAC to offer Internet access in some of our
smaller systems. HSAC also provides Internet access services to our customers
under the "Charter Pipeline" brand name. Although the Internet access service is
provided by HSAC, the
 
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