Exhibit 99.3
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
TENDER OF
9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011 AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,
WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
IN EXCHANGE FOR
9.625% SENIOR NOTES DUE 2009,
10.000% SENIOR NOTES DUE 2011 AND
12.125% SENIOR DISCOUNT NOTES DUE 2012,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER
THE EXPIRATION DATE HAS BEEN EXTENDED, ORIGINAL NOTES TENDERED PURSUANT TO THE
EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE
WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a Prospectus, dated May , 2002 (the
"Prospectus"), of Charter Communications Holdings, LLC, a Delaware limited
liability company, and Charter Communications Holdings Capital Corporation, a
Delaware corporation (together, the "Issuers"), and related Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer") relating to the offer by the Issuers to exchange their issued and
outstanding 9.625% senior notes due 2009 (the "Original Eight Year Senior
Notes"), 10.000% senior notes due 2011 (the "Original Ten Year Senior Notes")
and/or 12.125% senior discount notes due 2012 (the "Original Senior Discount
Notes" and, collectively with the Original Eight Year Senior Notes and the
Original Ten Year Senior Notes, the "Original Notes"), which are not registered
under the Securities Act of 1933, for a like aggregate principal amount (or, in
the case of the Original Senior Discount Notes, a like aggregate principal
amount at maturity) of the Issuers' new 9.625% senior notes due 2009 (the "New
Eight Year Senior Notes"), 10.000% senior notes due 2011 (the "New Ten Year
Senior Notes") and/or 12.125% senior discount notes due 2012 (the "New Senior
Discount Notes" and, collectively with the New Eight Year Senior Notes and the
New Ten Year Senior Notes, the "New Notes"), which have been registered under
the Securities Act of 1933, respectively, upon the terms and subject to the
conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.
We are the holder of record of Original Notes held by us for your own
account. A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Original
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Original Notes will
represent to the Issuers that (i) the New Notes acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of business, (ii)
neither the holder nor any such other person is engaging in or intends to engage
in the distribution of the New Notes, (iii) neither the holder nor any such
person has an arrangement or understanding with any person to participate in the
distribution of such New Notes, and (iv) neither the holder nor any such other
person is an "affiliate" of the Issuers as defined in Rule 405 under the
Securities Act or, if the holder is an "affiliate," that the holder will comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933 to the extent applicable. If the holder is a broker-dealer (whether or
not it is also an "affiliate") that will receive New Notes for its own account
in exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act of 1933 in connection
with any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act of 1933
in connection with any resale of such New Notes, the holder is not deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of
1933.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned hereby acknowledges receipt of the Prospectus and the
accompanying Letter of Transmittal relating to the exchange of the Original
Notes for the New Notes, which have been registered under the Securities Act of
1933, respectively, upon the terms and subject to the conditions set forth in
the Exchange Offer.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original Notes held by you for the account of
the undersigned.
The aggregate face amount (or, in the case of the Original Senior Discount
Notes, the aggregate face amount at maturity) of the Original Notes held by you
for the account of the undersigned is (fill in an amount):
$ ________ of the 9.625% Senior Notes due 2009
$ ________ of the 10.000% Senior Notes due 2011
$ ________ of the 12.125% Senior Discount Notes due 2012
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] To tender the following Original Notes held by you for the account of
the undersigned (INSERT AMOUNT OF ORIGINAL NOTES TO BE TENDERED (IF
ANY):
$ ________ of the 9.625% Senior Notes due 2009
$ ________ of the 10.000% Senior Notes due 2011
$ ________ of the 12.125% Senior Discount Notes due 2012
[ ] Not to tender any Original Notes held by you for the account of the
undersigned.
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If the undersigned instructs you to tender the Original Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the undersigned, (ii) neither the undersigned nor
any such other person is engaging in or intends to engage in the distribution of
the New Notes, (iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such New Notes, and (iv) neither the undersigned nor any such other person is
an "affiliate" of the Issuers as defined in Rule 405 under the Securities Act
or, if the undersigned is an "affiliate," that the undersigned will comply with
the registration and prospectus delivery requirements of the Securities Act of
1933 to the extent applicable. If the undersigned is a broker-dealer (whether or
not it is also an "affiliate") that will receive New Notes for its own account
in exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act of 1933 in connection
with any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act of 1933
in connection with any resale of such New Notes, the undersigned is not deemed
to admit that it is an "underwriter" within the meaning of the Securities Act of
1933.
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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