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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 24, 2000
CLEARCOMM, L.P.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28362 66-0514434
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
221 Ponce de Leon Avenue, Suite 1407, Hato Rey, Puerto Rico 00917-1825
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (787) 756-0840
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Change in Registrant's Certifying Account
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(a) (1) Dismissal of Independent Accountant
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(i) On April 24, 2000, the Registrant advised
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
that it had been dismissed and that the Registrant
intended to retain a different independent accounting
firm for the audit of its financial statements for
the years commencing after December 31, 1999. The
change of principal auditor for Registrant's
financial statements for the years commencing after
December 31, 1999 was approved by SuperTel
Communications Corp., the General Partner of the
Registrant.
(ii) PricewaterhouseCoopers reports on the Registrant's
financial statements for the past two years contained
no adverse opinion or disclaimer of opinion and were
not qualified as to uncertainty, audit scope or
accounting principles, except that the reports for
the years ended December 31, 1999 and 1998 included
an explanatory paragraph expressing substantial doubt
regarding the Registrant's ability to continue as a
going concern.
(iii) During the two most recent fiscal years and through
April 24, 2000, there have been no disagreements with
PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement
disclosures or auditing scope or procedure during the
Registrant's two most recent fiscal years and any
subsequent interim period through April 24, 2000 (the
date of termination) which disagreement(s), if not
resolved to PricewaterhouseCoopers satisfaction would
have caused them to make reference thereto in their
reports on the financial statements for such years.
(iv) During the two most recent fiscal years and through
April 24, 2000, there have been no reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K).
(v) The Registrant has requested PricewaterhouseCoopers
to provide a letter addressed to the Securities and
Exchange Commission stating whether it agrees with
the statements set forth above. A copy of
PricewaterhouseCooper's letter to the Securities and
Exchange Commission is filed as Exhibit 16 to this
Form 8-K.
(b) Engagement of New Independent Accounting Firm
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On April 27, 2000, the Registrant formally engaged Arthur Andersen LLP
as its new independent certifying accountants (the "new accounting firm") to
audit the Registrant's financial statements. The Registrant, during the two most
recent fiscal years and the subsequent interim periods prior to the engagement
of the new accounting firm, did not consult with the new accounting firm with
regard to any of the matters listed in Regulation S-K Items 304(a)(2).
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Item 7. Financial Statements and Exhibits
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Exhibit Number Description
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Exhibit 16 Letter from PricewaterhouseCoopers to
the Securities and Exchange Commission
pursuant to Item 304(a)(3) of
Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLEARCOMM, L.P.
By: SuperTel Communications Corp.
General Partner
By: /s/ Javier Lamoso
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Name: Javier Lamoso
Title: President
Dated: May 1, 2000
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Exhibit 16
May 1, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by ClearComm, L.P. ("ClearComm") (copy
attached) which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of ClearComm's Form 8-K report dated May 1, 2000. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
