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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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Charter Investment borrowed approximately $6.2 million in the form of a bridge
loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to Charter
Investment in March 1999. No interest on such bridge loan was accrued or paid by
Charter Investment. On the same date, Mr. Allen also contributed approximately
$223.5 million to Vulcan Cable II, Inc., a company owned by Mr. Allen. Vulcan II
was merged with and into Charter Investment.
 
     On January 5, 1999, Charter Investment borrowed approximately $132.2
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment in March 1999. No interest on
such bridge loan was accrued or paid by Charter Investment. On the same date,
Mr. Allen also acquired additional voting common stock of Charter Investment
from Jerald L. Kent, Howard L. Wood and Barry L. Babcock for an aggregate
purchase price of approximately $176.7 million.
 
     On January 11, 1999, Charter Investment borrowed $25 million in the form of
a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to
Charter Investment in March 1999. No interest on such bridge loan was accrued or
paid by Charter Investment.
 
     On March 16, 1999, Charter Investment borrowed approximately $124.8 million
in the form of a bridge loan from Mr. Allen. This bridge loan was contributed by
Mr. Allen to Charter Investment in March 1999. No interest on such bridge loan
was accrued or paid by Charter Investment.
 
     The $431 million contribution was used to redeem stock of certain
shareholders in Charter Investment. The $1.3 billion and $223.5 million
contributions by Mr. Allen were used by Charter Investment to purchase the
remaining interest in CCA Group and CharterComm Holdings. All other
contributions to Charter Investment by Mr. Allen were used in operations of
Charter Investment and were not contributed to Charter Holdings.
 
     On July 22, 1999, Charter Communications Holding Company and Mr. Allen
entered into a membership interests purchase agreement. The agreement was
assigned by Mr. Allen to Vulcan Cable III by an amendment dated August 10, 1999.
Pursuant to the agreement, Vulcan Cable III has committed to purchase membership
interests of Charter Communications Holding Company for a total of $1.325
billion. Vulcan Cable III has contributed $500 million on August 10, 1999, and
will contribute an additional $825 million in the form of cash and certain
equity interests to be acquired in connection with the Rifkin acquisition.
Charter Communications Holding Company has committed to contribute this $1.325
billion to us. In return, Vulcan Cable III will have received 63,917,028
membership interests in Charter Communications Holding Company. Mr. Allen will
also receive the right to use up to eight digital channels in each of our cable
systems. We have agreed and are in the process of finalizing a contract to
license these channels to Mr. Allen. The number of channels licensed in each
system will depend on the bandwidth of the particular system. We believe that
this transaction will be on terms at least as favorable to us as Mr. Allen would
negotiate with other cable operators.
 
ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN
 
     As described under "-- Business Relationships," Mr. Allen and a number of
his affiliates have interests in various entities that provide services or
programming to a number of our subsidiaries. Given the diverse nature of Mr.
Allen's investment activities and interests, and to avoid the possibility of
future disputes as to potential business effective upon the completion of the
initial public offering by Charter Communications,
 
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