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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
<PAGE>   154
 
if any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of the years indicated below:
 

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2004........................................................   104.313%
2005........................................................   102.875%
2006........................................................   101.438%
2007 and thereafter.........................................   100.000%
</TABLE>

 
9.920% NOTES
 
     At any time prior to April 1, 2002, the issuers may, on any one or more
occasions, redeem up to 35% of the aggregate principal amount at maturity of the
9.920% notes on a pro rata basis or nearly as pro rata as practicable, at a
redemption price of 109.920% of the Accreted Value thereof, with the net cash
proceeds of one or more Equity Offerings; provided that
 
          (1) at least 65% of the aggregate principal amount at maturity of
     9.920% notes remains outstanding immediately after the occurrence of such
     redemption, excluding 9.920% notes held by Charter Holdings and its
     Subsidiaries; and
 
          (2) the redemption must occur within 60 days of the date of the
     closing of such Equity Offering.
 
     Except pursuant to the preceding paragraph, the 9.920% notes will not be
redeemable at the issuers' option prior to April 1, 2004.
 
     On or after April 1, 2004, the issuers may redeem all or a part of the
9.920% notes upon not less than 30 nor more than 60 days notice, at the
redemption prices, expressed as percentages of principal amount, set forth below
plus accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on April 1 of the
years indicated below:
 

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2004........................................................   104.960%
2005........................................................   103.307%
2006........................................................   101.653%
2007 and thereafter.........................................   100.000%
</TABLE>

 
REPURCHASE AT THE OPTION OF HOLDERS
 
CHANGE OF CONTROL
 
     If a Change of Control occurs, each holder of notes will have the right to
require the issuers to repurchase all or any part, equal to $1,000 or an
integral multiple thereof, of that holder's notes pursuant to a "Change of
Control offer." In the Change of Control offer, the issuers will offer a "Change
of Control payment" in cash equal to
 
     (x) with respect to the 8.250% notes and the 8.625% notes, 101% of the
aggregate principal amount thereof repurchased plus accrued and unpaid interest
thereon, if any, to the date of purchase and
 
     (y) with respect to the 9.920% notes, 101% of the Accreted Value plus, for
any Change of Control offer occurring after the Full Accretion Date, accrued and
unpaid
 
                                       152