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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 10, 2000
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COMMISSION FILE NUMBERS:
RENAISSANCE MEDIA GROUP LLC - 333-56679
RENAISSANCE MEDIA (TENNESSEE) LLC - 333-56679-01
RENAISSANCE MEDIA (LOUISIANA) LLC - 333-56679-02
RENAISSANCE MEDIA CAPITAL CORPORATION - 333-56679-03
(Exact names of Registrants as specified in their charters)
Delaware 14-1803051
Delaware 14-1801165
Delaware 14-1801164
Delaware 14-1803049
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Numbers)
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
(Address of principal executive offices)
(314) 965-0555
(Registrants' telephone number including area code)
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The Registrants previously filed a Current Report on Form 8-K
announcing the change in their principal independent accountants. This Current
Report amends that filing and includes Ernst & Young LLP's response in
accordance with Item 304(a)(3) of Regulation S-K.
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ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANTS.
(a) Previous Independent Accountants.
(i) On February 10, 2000, the Registrants dismissed Ernst &
Young LLP, which served as the Registrants' principal
independent accountants.
(ii) The reports of Ernst & Young LLP on the Registrants'
financial statements for the two most recent fiscal
periods contained no adverse opinion or disclaimer of
opinion nor were they qualified as to uncertainty, audit
scope or accounting principles.
(iii) The Registrants' Director participated in and approved
the decision to change principal independent
accountants. The Registrants do not have an audit
committee.
(iv) In connection with its audits for the two most recent
fiscal periods and through February 10, 2000, there were
no disagreements with Ernst & Young LLP on any matter of
accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of
Ernst & Young LLP, would have caused Ernst & Young LLP
to make reference thereto in connection with its reports
on the financial statements.
(b) New Independent Accountants.
The Registrants engaged Arthur Andersen LLP as its new principal
independent accountants as of February 10, 2000. The Registrants'
Director approved such engagement on February 10, 2000.
Since April 30, 1999, when the Registrants came under the control
of Charter Communications Holdings, LLC (Charter Holdings), the
Registrants have consulted with Arthur Andersen LLP regarding the
application of the principles of purchase accounting resulting from
Charter Holdings' acquisition of the Registrants. Arthur Andersen LLP
provided verbal advice to the Registrants' management and did not
provide a written report. Ernst & Young LLP was not consulted regarding
such issues.
ITEM 7. EXHIBITS.
The following is furnished as an exhibit to this report:
16.1 Letter from Ernst & Young LLP dated February 15, 2000.*
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* - filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrants have
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
Dated February 20, 2000 By: CHARTER COMMUNICATIONS, INC.
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its Manager
By: /s/ JERALD L. KENT
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Name: Jerald L. Kent
Title: President, Chief Executive Officer
RENAISSANCE MEDIA CAPITAL
CORPORATION
Dated February 20, 2000 By: /s/ JERALD L. KENT
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Name: Jerald L. Kent
Title: President, Chief Executive Officer
By: /s/ JERALD L. KENT February 20, 2000
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Name: Jerald L. Kent
Title: President, Chief Executive Officer
By: /s/ KENT D. KALKWARF February 20, 2000
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
16.1 Letter from Ernst & Young LLP dated February 15, 2000.
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EXHIBIT 16.1
EXHIBIT 16.1 TO FORM 8-K/A
February 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 11, 2000 of Renaissance Media
Group LLC, Renaissance Media (Tennessee) LLC, Renaissance (Louisiana) LLC and
Renaissance Media Capital Corporation and are in agreement with the statements
contained in paragraph (a) on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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