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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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South Miami for a total purchase price of approximately $1.9 billion and total
debt assumed of $226 million. See "Business -- Acquisitions" and "Description of
Certain Indebtedness." These acquisitions were funded through excess cash from
the issuance of the original notes, additional borrowings under our credit
facilities and the assumption of Renaissance notes and Helicon notes.
 
     In addition to these acquisitions, since the beginning of 1999, we have
entered into definitive agreements to acquire the InterMedia systems and Rifkin,
all as set forth in the table below. These acquisitions are expected to be
funded through excess cash, additional borrowings under our credit facilities,
additional equity contributions and the assumption of Rifkin notes. Rifkin
sellers could elect to receive some of the purchase price in the form of
preferred or common equity of Charter Holdings or, if mutually agreed to by the
parties, of a parent of Charter Holdings. If issued, this equity would be valued
between approximately $25 million and $250 million. The Rifkin notes are
expected to be tendered after closing.
 
     As part of the transaction with InterMedia, we will "swap" some of our
non-strategic cable systems located in Indiana, Montana, Utah and northern
Kentucky, representing 143,000 basic customers, and pay cash of $873 million.
The InterMedia systems serve approximately 412,000 customers in Georgia, North
Carolina, South Carolina and Tennessee.
 

<TABLE>
<CAPTION>
                                                                                 AS OF AND FOR THE
                                                                                 SIX MONTHS ENDED
                                                                                   JUNE 30, 1999
                                         ACTUAL OR                         -----------------------------
                                        ANTICIPATED          PURCHASE         BASIC          REVENUE
ACQUISITION                           ACQUISITION DATE        PRICE        SUBSCRIBERS   (IN THOUSANDS)
-----------                           ----------------       --------      -----------   --------------
<S>                                  <C>                 <C>               <C>           <C>
Renaissance........................         4/99         $ 459 million        131,000       $ 30,807
American Cable.....................         5/99           240 million         69,000         17,958
Greater Media systems..............         6/99           500 million        174,000         42,348
Helicon............................         7/99           550 million        173,000         42,956
Other (Vista and certain cable
  assets of Cable Satellite).......    7/99 and 8/99       148 million         38,000          9,157
InterMedia systems.................  3rd or 4th Quarter   873 million +       412,000
                                            1999           systems swap      (143,000)
                                                                            ---------
                                                                              269,000        100,644
Rifkin.............................  3rd or 4th Quarter
                                            1999          1,460 million       462,000        105,592
                                                         ----------------   ---------       --------
    Total..........................                      $ 4.2 billion      1,316,000       $349,462
                                                         ================   =========       ========
</TABLE>

 
     The systems acquired pursuant to these recent and pending acquisitions
serve, in the aggregate, approximately 1.3 million customers. In addition, we
are negotiating with several other potential acquisition candidates whose
systems would further complement our regional operating clusters. We expect to
finance our pending acquisitions and any other future acquisitions with
additional borrowings under our credit facilities and with additional equity.
 
     Certain of these acquisitions were originally acquisitions of Charter
Investment. Charter Investment subsequently assigned those acquisitions to us.
Charter Investment and other affiliates are making other acquisitions. There is
no present intention on their part to assign these other acquisitions to us.
 
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