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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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1999, the InterMedia systems had revenues of approximately $100.6 million. For
the year ended December 31, 1998, the InterMedia systems had revenues of
approximately $176.1 million. At year end 1998, approximately 79% of these
customers were served by systems with at least 550 megahertz bandwidth capacity.
Following regulatory approvals, we anticipate that acquisition of the InterMedia
systems will close during the third or fourth quarter of 1999. There are no
material penalty provisions in the acquisition agreements if we do not close as
of a certain date, but either party may terminate the acquisition agreements if
the transaction does not close on or before January 15, 2000.
 
     RIFKIN. In April 1999, Charter Investment entered into agreements to
purchase Rifkin for a purchase price of approximately $1.5 billion in cash and
assumed debt. Charter Investment has assigned its rights under such agreements
to our subsidiary, Charter Operating. Certain sellers under the agreements could
elect to receive some or all of their pro rata portion 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. Depending on the
level of seller interest, this equity, if issued, would be valued between
approximately $25 million and $250 million. The cash portion of the purchase
price would be reduced accordingly. However, because such terms have not been
finalized, and seller participation has not been determined, we cannot be
certain that any such equity will be issued or that the cash portion of the
purchase price will be reduced below $1.5 billion. The debt to be assumed
consists of public notes of Rifkin. As a result of our acquisition of Rifkin, we
will make an offer to repurchase the Rifkin notes at a price equal to 101% of
their principal amount, plus accrued interest, due to the change of control of
Rifkin. See "Description of Certain Indebtedness." Additionally, pursuant to the
membership interests purchase agreement, as amended, Vulcan Cable III will
purchase the equity and debt of certain corporate holders of interests in
Interlink Communications Partners, LLLP. The interests in Interlink will be
contributed to Charter Holdings and ultimately to Charter Operating. See
"Certain Relationships and Related Transactions -- Transactions with Paul G.
Allen." Rifkin owns cable systems primarily in Florida, Georgia, Illinois,
Indiana, Tennessee, Virginia and West Virginia serving approximately 462,000
customers. For the six months ended June 30, 1999, Rifkin had revenues of
approximately $105.6 million. For the year ended December 31, 1998, Rifkin had
revenues of approximately $124.4 million. At year end 1998, approximately 36% of
Rifkin's customers were served by systems with at least 550 megahertz bandwidth
capacity. Following regulatory approvals, we anticipate that this transaction
will close during the third or fourth quarter of 1999. There are no material
penalty provisions in the acquisition agreements if we do not close as of a
certain date, but either party may terminate the acquisition agreements if the
transaction does not close on or before December 31, 1999. Either party can also
require specific performance.
 
OUR CABLE SYSTEMS
 
     As of June 30, 1999, our systems consisted of approximately 74,000 miles of
coaxial cable and approximately 9,200 sheath miles of fiber optic cable passing
approximately 4.6 million households and serving approximately 2.7 million
customers. Coaxial cable is a type of cable used for broadband data and cable
systems. This type of cable has excellent broadband frequency characteristics,
noise immunity and physical durability. The cable is connected from each node to
individual homes or buildings. A node is a single connection to a cable system's
main high-capacity fiber optic cable that is shared by a number of customers. A
sheath mile is the actual length of cable in miles. Fiber optic cable is a
communication medium that uses hair-thin glass fibers to transmit signals over
long distances with minimum signal loss or distortion. As of June 30, 1999,
approximately 14%
 
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