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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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1998, these systems had revenues of approximately $227 million. The following
table is a breakdown of our recent acquisitions:
 

<TABLE>
<CAPTION>
                                                                                            FOR THE SIX MONTHS
                                                                                           ENDED JUNE 30, 1999
                                                                                       ----------------------------
                                                          CLOSING         PURCHASE        BASIC         REVENUE
RECENT ACQUISITIONS                                        DATE            PRICE       SUBSCRIBERS   (IN THOUSANDS)
-------------------                                       -------         --------     -----------   --------------
<S>                                                    <C>             <C>             <C>           <C>
Renaissance Media Group LLC..........................      4/99         $459 million     131,000        $ 30,807
American Cable Entertainment, LLC....................      5/99         240 million       69,000          17,958
Cable systems of Greater Media Cablevision, Inc. ....      6/99         500 million      174,000          42,348
Helicon Partners I, L.P. and Affiliates..............      7/99         550 million      173,000          42,956
Other (Vista Broadband Communications, LLC and
  certain cable assets of Cable Satellite of South
  Miami, Inc.).......................................  7/99 and 8/99    148 million       38,000           9,157
                                                                       --------------    -------        --------
    Total............................................                   $1.9 billion     585,000        $143,226
                                                                       ==============    =======        ========
</TABLE>

 
PENDING ACQUISITIONS
 
     In addition to the recent acquisitions described above, since the beginning
of 1999, we have entered into agreements to acquire additional cable systems.
The total purchase price for these acquisitions will be approximately $2.3
billion. This includes the exchange with another cable service provider of
certain of our cable television systems with a fair market value of $0.4 billion
for cable systems that we can operate more efficiently because of their
geographic proximity to our other systems. As of June 30, 1999, the systems to
be acquired by us, net of systems to be exchanged, served a total of
approximately 731,000 customers. For the year ended December 31, 1998, these
systems had revenues of approximately $300 million. The following table is a
breakdown of our pending acquisitions:
 

<TABLE>
<CAPTION>
                                                                                             FOR THE SIX MONTHS
                                                                                            ENDED JUNE 30, 1999
                                                   ANTICIPATED                          ----------------------------
                                                     CLOSING             PURCHASE          BASIC         REVENUE
PENDING ACQUISITIONS                                   DATE               PRICE         SUBSCRIBERS   (IN THOUSANDS)
--------------------                               -----------           --------       -----------   --------------
<S>                                             <C>                 <C>                 <C>           <C>
                                                                                          412,000
Cable systems of InterMedia Capital Partners                                            (143,000)
  IV, L.P., InterMedia Partners and                 3rd or 4th        $873 million +    ----------
  Affiliates..................................     Quarter 1999       systems' swap       269,000        $100,644
Rifkin Acquisition Partners, L.L.L.P. and           3rd or 4th
  Interlink Communications Partners, L.L.P....     Quarter 1999       1,460 million       462,000         105,592
                                                                    ------------------   --------        --------
    Total.....................................                         $2.3 billion       731,000        $206,236
                                                                    ==================   ========        ========
</TABLE>

 
     We expect to finance these pending acquisitions with additional borrowings
under our credit facilities and with additional equity.
 
MERGER WITH MARCUS HOLDINGS
 
     On April 23, 1998, Paul G. Allen acquired approximately 99% of the
non-voting economic interests in Marcus Cable Company, L.L.C., and agreed to
acquire the remaining interests in Marcus Cable. The aggregate purchase price
was approximately $1.4 billion, excluding $1.8 billion in debt assumed. On
February 22, 1999, Marcus Holdings was formed, and all of Mr. Allen's interests
in Marcus Cable were transferred to Marcus Holdings on March 15, 1999. On March
31, 1999, Mr. Allen completed the acquisition of all remaining interests of
Marcus Cable. On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter
Communications Holdings, LLC. Charter Holdings survived the merger, and the
operating subsidiaries of Marcus Holdings became subsidiaries of Charter
Holdings.
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