RENAISSANCE MEDIA GROUP LLC
8-K, 2000-02-14
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): FEBRUARY 10, 2000




                            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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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 most two 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 most two recent fiscal
                    periods and through February 10, 2000, there were no
                    disagreements with Ernst & Young LLP on any matter of
                    accounting principles or practices, 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.


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<PAGE>   3




                                   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 11, 2000            By: CHARTER COMMUNICATIONS, INC.
                                       -----------------------------------------
                                       its Manager


                                   By: /s/ JERALD L. KENT
                                       -----------------------------------------
                                       Name:  Jerald L. Kent
                                       Title: President, Chief Executive Officer


                                   RENAISSANCE MEDIA CAPITAL
                                   CORPORATION


Dated February 11, 2000            By: /s/ JERALD L. KENT
                                       -----------------------------------------
                                       Name:  Jerald L. Kent
                                       Title: President, Chief Executive Officer






By:    /s/ JERALD L. KENT                                  February 11, 2000
       --------------------------------------------
       Name:   Jerald L. Kent
       Title:  President, Chief Executive Officer


By:    /s/ KENT D. KALKWARF                                February 11, 2000
       --------------------------------------------
       Name:   Kent D. Kalkwarf
       Title:  Senior Vice President and
               Chief Financial Officer







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