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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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<PAGE>   238
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the amounts assigned to net tangible assets at the date of acquisition was
$24,300 and is included in franchises.
 
     The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.
 
     Unaudited pro forma operating results as though the acquisition discussed
above, excluding the Paul Allen Transaction, had occurred on January 1, 1997,
with adjustments to give effect to amortization of franchises, interest expense
and certain other adjustments are as follows:
 

<TABLE>
<CAPTION>
                                                       PERIOD FROM
                                                    JANUARY 1, 1998,
                                                         THROUGH         YEAR ENDED
                                                    DECEMBER 23, 1998       1997
                                                    -----------------    ----------
                                                              (UNAUDITED)
<S>                                                 <C>                  <C>
Revenues..........................................      $ 67,007          $ 63,909
Loss from operations..............................        (7,097)           (7,382)
Net loss..........................................       (24,058)          (26,099)
</TABLE>

 
     The unaudited pro forma information has been presented for comparative
purposes and does not purport to be indicative of the results of operations had
these transactions been completed as of the assumed date or which may be
obtained in the future.
 
3.  SALE OF FT. HOOD SYSTEM:
 
     In February 1997, the Company sold the net assets of the Ft. Hood system,
which served customers in Texas, for an aggregate sales price of approximately
$12,500. The sale of the Ft. Hood system resulted in a loss of $1,363, which is
included in operating costs in the accompanying statement of operations for the
year ended December 31, 1997.
 
4.  PROPERTY, PLANT AND EQUIPMENT:
 
     Property, plant and equipment consists of the following at December 31,
1997:
 

<TABLE>
<S>                                                             <C>
Cable distribution systems..................................    $29,061
Land, buildings and leasehold improvements..................        447
Vehicles and equipment......................................      1,744
                                                                -------
                                                                 31,252
Less- Accumulated depreciation..............................     (5,722)
                                                                -------
                                                                $25,530
                                                                =======
</TABLE>

 
     For the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996, depreciation expense was $6,249, $3,898
and $2,371, respectively.
 
                                      F-33