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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 1996
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FrontierVision Operating Partners, L.P.
FrontierVision Capital Corporation
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(Exact names of Registrants as specified in their charters)
Delaware
Delaware
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(State or other jurisdiction of incorporation or organization)
333-09535 84-1316775
333-09535-01 84-1353734
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(Commission File Number) (I.R.S. Employer
Identification Numbers)
1777 South Harrison Street
Suite P-200
Denver, Colorado 80210
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(Address Of principal (Zip Code)
executive offices)
(303) 757-1588
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Registrants' telephone number, including area code
Not applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
The following report is being filed by FrontierVision
Operating Partners, L.P., a Delaware limited partnership ("FVOP"),
and FrontierVision Capital Corporation, a Delaware corporation
("Capital"). FVOP is an indirect wholly-owned subsidiary of its
general partner FrontierVision Partners, L.P. ("FVP"). FVP was
formed on April 17, 1995; Capital was organized on July 26, 1996.
These dates are collectively referred to herein as the
"Formation." FVOP and Capital are co-issuers of 11% Senior
Subordinated Notes due 2006 that were sold in a registered public
offering on October 2, 1996.
Arthur Andersen LLP ("AA") was dismissed with the approval
of the Board of Directors of Capital and the Board of Directors
of FVP's ultimate corporate general partner on October 23, 1996.
None of AA's reports on the financial statements of FVOP and
Capital contained an adverse opinion or disclaimer of opinion,
nor was any report modified as to uncertainty, audit scope, or
accounting principle. Since Formation and through the date of
dismissal, neither FVOP nor Capital has had any disagreement with
AA on any matter of accounting principle or practice , financial
statement disclosure, or auditing scope or procedure, and AA has
not modified any report on the financial statements of FVOP or
Capital. No events reportable under Item 304(a)(1)(v) of
Regulation S-K have occurred with respect to either FVOP or
Capital during the period since Formation through the date of
dismissal.
On October 24, 1996, KPMG Peat Marwick LLP ("KPMG") was
engaged as the principal auditor for FVOP and for Capital. KPMG
has had an opportunity to review this disclosure prior to filing
with the Securities and Exchange Commission. In July 1995, KPMG
was engaged by FVOP primarily as a consultant. KPMG provided tax advice
in connection with the formation of FVOP and Capital and with
respect to the initial acquisitions by FVOP of cable television systems
from United Video Cablevision, Inc. Since Formation and through the
date of this report, KPMG has not performed auditing services for FVOP or
Capital, nor has the Company consulted with KPMG regarding accounting
principles or practices, financial statement disclosure, or internal
controls. KPMG has not advised FVOP or Capital that information had
come to KPMG's attention that would preclude it from relying on
management's representations or on financial statements prepared
by management.
Item 7. Financial Statements and Exhibits.
16.1 Letter from Arthur Andersen LLP dated October 28, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrants have duly caused this report to be signed on
their behalf by the undersigned hereunto duly authorized.
FRONTIERVISION OPERATING PARTNERS, L.P.
By: FrontierVision Partners, L.P., its
general partner,
By: FVP GP, L.P., its general
partner
By: FrontierVision Inc., its
general partner
Dated: October 29, 1996 By: /s/ James C. Vaughn
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James C. Vaughn
President and Chief Executive
Officer
FRONTIERVISION CAPITAL CORPORATION
Dated: October 29, 1996 By: /s/ James C. Vaughn
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James C. Vaughn
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EXHIBIT 16.1
ARTHUR ANDERSEN
__________________________
Arthur Andersen LLP
__________________________
Suite 3100
1225 17th Street
Denver CO 80202-5531
(303) 295-1900
October 28, 1996
Mr. John S. Koo
Senior Vice President and Chief
Financial Officer
FrontierVision Operating Partners, L.P.
1777 South Harrision Street
Suite P-200
Denver, Colorado 80210-3925
Dear Mr. Koo:
We have read Item 4 included in the attached Form 8-K dated October 28, 1996 of
FrontierVision Operating Partners, L.P. and FrontierVision Capital Corporation
to be filed with the Securities and Exchange Commission and are in agreement
with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
