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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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ZDTV programming based on the number of our subscribers subscribing to ZDTV.
Additionally, we agreed to use commercially reasonable efforts to publicize the
programming schedule of ZDTV in each of our cable systems that offers or will
offer ZDTV. Upon reaching a specified threshold number of ZDTV subscribers,
then, in the event ZDTV inserts any infomercials, advertorials and/or home
shopping into in the ZDTV programming, we receive from ZDTV a percentage of net
product revenues resulting from our distribution of these services. ZDTV may not
offer its services to any other cable operator which serves the same or fewer
number of subscribers at a more favorable rate or on more favorable carriage
terms. As of June 30, 1999, no expenses have been recognized as a result of
these agreements.
 
     On February 5, 1999, Vulcan Programming acquired an approximate one-third
interest in ZDTV. Mr. Allen owns 100% of Vulcan Programming. Mr. Savoy is the
President and a director of Vulcan Programming. The remaining approximate
two-thirds interest in ZDTV is owned by Ziff-Davis Inc. Vulcan Ventures acquired
approximately 3% of the interests in Ziff-Davis. The total investment made by
Vulcan Programming and Vulcan Ventures was $54 million.
 
     USA NETWORKS.  USA Networks operates USA Network and The Sci-Fi Channel,
which are cable television networks. USA Networks also operates Home Shopping
Network, which is a retail sales program available via cable television systems.
On May 1, 1994, Charter Investment signed an affiliation agreement with USA
Networks. Pursuant to this affiliation agreement, USA Networks has agreed to
provide their programming for broadcast via our cable television systems. The
term of the affiliation agreement is until December 30, 1999. All of Charter
Investment's operations take place at the subsidiary level and it is through
Charter Investment that we derive our rights and obligations with respect to USA
Networks. The affiliation agreement grants us the nonexclusive right to
cablecast the USA Network programming service. We pay USA Networks a monthly fee
for the USA Network programming service number based on the number of
subscribers in each of our systems and the number and percentage of such
subscribers receiving the USA Network programming service. Additionally, we
agreed to use best efforts to publicize the schedule of the USA Network
programming service in the television listings and program guides which we
distribute. We have paid to USA Networks for programming approximately
$4,931,614 for the six months ended June 30, 1999, approximately $556,000 for
the year ended December 31, 1998, approximately $204,000 for the year ended
December 31, 1997, and approximately $134,000 for the year ended December 31,
1996. In addition, we received commissions from Home Shopping Network for sales
generated by our customers totaling approximately $794,000 for the six months
ended June 30, 1999, approximately $121,000 for the year ended December 31,
1998, approximately $62,000 for the year ended December 31, 1997, and
approximately $35,000 for the year ended December 31, 1996.
 
     Mr. Allen and Mr. Savoy are also directors of USA Networks. As of April
1999, Mr. Allen also owned approximately 12.4%, and Mr. Savoy owned less than
1%, of the common stock of USA Networks.
 
     OXYGEN MEDIA, INC.  Oxygen expects to begin providing content aimed at the
female audience for distribution over the Internet and cable television systems.
Vulcan Ventures has agreed to invest up to $100 million in Oxygen. In addition,
Charter Investment has agreed to enter into a carriage agreement with Oxygen
pursuant to which we intend to carry Oxygen programming content on our cable
systems. As of June 30, 1999, no expenses have been recognized as a result of
these agreements.
 
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