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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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<PAGE>   386
                     RIFKIN ACQUISITION PARTNERS, L.L.L.P.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
4.  SALE OF ASSETS
 
     On February 4, 1998, the Company sold all of its operating assets in the
state of Michigan (the "Michigan Sale") to another cable operator for cash. In
addition, on December 31, 1998, the Company traded certain cable systems in
Tennessee (the "Tennessee Trade") for similar-sized cable systems (Note 3). Both
sales resulted in a gain recognized by the Company as follows (dollars in
thousands):
 

<TABLE>
<CAPTION>
                                         MICHIGAN    TENNESSEE
                                           SALE        TRADE       TOTAL
                                         --------    ---------    -------
<S>                                      <C>         <C>          <C>
Fair value of assets relinquished......  $    --      $46,668     $46,668
Original cash proceeds.................   16,931           --      16,931
Adjustments for value of assets and
  liabilities assumed..................      120          (17)        103
                                         -------      -------     -------
Net proceeds...........................   17,051       46,651      63,702
Net book value of assets sold..........   11,061        9,778      20,839
                                         -------      -------     -------
Net gain from sale.....................  $ 5,990      $36,873     $42,863
                                         =======      =======     =======
</TABLE>

 
     The Michigan Sale proceeds amount includes $500,000 that is currently being
held in escrow. This amount and the fair value of assets relinquished, related
to the Tennessee Trade, were both treated as noncash transactions on the
Consolidated Statement of Cash Flows.
 
     The cash proceeds from the Michigan Sale were used by the Company to reduce
its revolving and term loans with a financial institution.
 
5.  INCOME TAXES
 
     Although the Partnership is not a taxable entity, two corporations (the
"subsidiaries") are included in the consolidated financial statements. These
subsidiaries are required to pay taxes on their taxable income, if any.
 
                                      F-202