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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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preferred stock will convert into two-thirds of a share of WorldGate's common
stock, and each share of Series C preferred stock will convert into two-thirds
of a share of WorldGate's common stock. Upon completion of WorldGate's initial
public offering, each series of preferred stock will automatically convert into
common stock.
 
   
     WINK.  Wink offers an enhanced broadcasting system that adds interactivity
and electronic commerce opportunities to traditional programming and
advertising. Viewers can, among other things, find news, weather and sports
information on-demand and order products through use of a remote control. On
October 8, 1997, Charter Investment signed a cable affiliation agreement with
Wink to deploy this enhanced broadcasting technology in our systems. The term of
the agreement is three years. Either party has the right to terminate the
agreement for the other party's failure to comply with any of its respective
material obligations under the agreement. 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 Wink. Pursuant to the
agreement, Wink granted us the non-exclusive license to use their software to
deliver the enhanced broadcasting to all of our cable systems. For the first
year of the agreement, we pay a monthly license fee to Wink which is based on
the number of our subscribers in our operating areas. After the first year of
the agreement we pay a fixed monthly license fee to Wink regardless of the
number of our subscribers in our operating areas. We also supply all server
hardware required for deployment of Wink services. In addition, we agreed to
promote and market the Wink service to our customers within the area of each
system in which such service is being provided. We share in the revenue Wink
generates from all fees collected by Wink for transactions generated by our
customers. The amount of revenue shared is based on the number of transactions
per month. As of June 30, 1999, no revenue or expenses have been recognized as a
result of this agreement.
    
 
     On November 30, 1998, Vulcan Ventures acquired 1,162,500 shares of Wink's
Series C preferred stock for approximately $9.3 million. In connection with such
acquisition, Wink issued to Vulcan Ventures warrants to purchase shares of
common stock. Additionally, Microsoft Corporation, of which Mr. Allen is a
director, also owns an equity interest in Wink.
 
   
     ZDTV.  ZDTV operates a cable television channel which broadcasts shows
about technology and the Internet. Pursuant to a carriage agreement which
Charter Investment intends to enter into with ZDTV, ZDTV has agreed to provide
us with their programming for broadcast via our cable television systems at no
cost. The term of the proposed carriage agreement, with respect to each of our
cable systems, is from the date of launch of ZDTV on that cable system until
April 30, 2008. The term expires on the same day for each of our cable systems,
regardless of when any individual cable system launches ZDTV. 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
ZDTV. The carriage agreement grants us a limited non-exclusive right to receive
and to distribute ZDTV to our subscribers in digital or analog format. The
carriage agreement does not grant us the right to distribute ZDTV over the
Internet. We pay a monthly subscriber fee to ZDTV for the 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
    
 
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