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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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THE CHARTER COMPANIES
 
     Prior to Charter Investment acquiring the remaining interests it did not
previously own in CCA Group and CharterComm Holdings, LLC, as described below,
the operating subsidiaries were parties to separate management agreements with
Charter Investment pursuant to which Charter Investment provided management and
consulting services. The three groups which \formerly comprised the companies
managed by Charter Investment prior to our acquisition by Mr. Allen were as
follows:
 
     (1) Charter Communications Properties Holdings, LLC
 
          Charter Communications Properties Holdings, LLC was a wholly owned
     subsidiary of Charter Investment. The primary subsidiary of Charter
     Communications Properties Holdings which owned the cable systems was
     Charter Communications Properties. In connection with Mr. Allen's
     acquisition on December 23, 1998, Charter Communications Properties
     Holdings was merged out of existence. Charter Communications Properties
     became a direct, wholly owned subsidiary of Charter Investment.
 
     (2) CCA Group
 
          The controlling interests in CCA Group were held by affiliates of
     Kelso & Co. Charter Investment had only a minority interest. On December
     21, 1998, prior to Mr. Allen's acquisition, the remaining interests it did
     not previously own in CCA Group were acquired by Charter Investment from
     the Kelso affiliates. Consequently, the companies comprising CCA Group
     became wholly owned subsidiaries of Charter Investment.
 
        CCA Group consisted of the following three sister companies:
 
             (i)  CCT Holdings, LLC,
 
             (ii)  CCA Holdings, LLC, and
 
             (iii) Charter Communications Long Beach, LLC.
 
          The cable systems were owned by the various subsidiaries of these
     three sister companies. The financial statements for these three sister
     companies historically were combined and the term "CCA Group" was assigned
     to these combined entities. In connection with Mr. Allen's acquisition on
     December 23, 1998, the three sister companies and some of the non-operating
     subsidiaries were merged out of existence, leaving certain of the operating
     subsidiaries owning all of the cable systems under this former group. These
     operating subsidiaries became indirect, wholly owned subsidiaries of
     Charter Investment.
 
     (3) CharterComm Holdings, LLC
 
          The controlling interests in CharterComm Holdings were held by
     affiliates of Charterhouse Group International Inc. Charter Investment had
     only a minority interest. On December 21, 1998, prior to Mr. Allen's
     acquisition, the remaining interests it did not previously own in
     CharterComm Holdings were acquired by Charter Investment from the
     Charterhouse affiliates. Consequently, CharterComm Holdings became a wholly
     owned subsidiary of Charter Investment.
 
          The cable systems were owned by the various subsidiaries of
     CharterComm Holdings. In connection with Mr. Allen's acquisition on
     December 23, 1998, some of the non-operating subsidiaries were merged out
     of existence, leaving certain of the operating subsidiaries owning all of
     the cable systems under this former group.
 
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