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FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 28, 2000
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CC V HOLDINGS FINANCE, INC.
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CC V HOLDINGS, LLC
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(Exact name of registrants as specified in their charters)
Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-75415-03 13-4029969
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333-75415 13-4029965
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(Commission File Numbers) (Federal Employer
Identification Numbers)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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The Registrants previously filed a Current Report on Form 8-K announcing
the change in their principal independent accountants and results of a change of
control offer for their 11.875% Senior Discount Notes. This Current Report
amends that filing and includes the response by PricewaterhouseCoopers LLP,
previous principal independent accountants, 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
PricewaterhouseCoopers LLP, which served as the Registrants'
principal independent accountants.
(ii) The reports of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers
LLP, would have caused PricewaterhouseCoopers 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 their new principal
independent accountants as of February 10, 2000. The Registrants' Director
approved such engagement on February 10, 2000.
Since November 15, 1999, when the Registrants came under the control
of Charter Communications Holding Company (Charter Holdco), the Registrants
have consulted with Arthur Andersen LLP regarding the application of the
principles of purchase accounting resulting from Charter Holdco's
acquisition of the Registrants. Arthur Andersen LLP provided verbal advice
to the Registrants' management and did not provide a written report.
PricewaterhouseCoopers LLP was not consulted regarding such issues.
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ITEM 5. OTHER ITEMS.
CHANGE OF CONTROL OFFER
Upon expiration of a change of control offer dated December 3, 1999,
16,250 of the Registrants' 11.875% Senior Discount Notes due December 1, 2008
(the "Notes") (each with a $1,000 face amount at maturity) were validly
tendered.
The Notes were repurchased at 101% of their accreted value as of
January 28, 2000 for $10.5 million, using cash received from equity
contributions from Charter Communications Holdings, LLC, a wholly owned
subsidiary of Charter Holdco and parent of CC V Holdings, LLC (formerly known as
Avalon Cable LLC). 179,750 Notes with an accreted value of $115.7 million at
February 10, 2000 remain outstanding.
CORPORATE REORGANIZATION
In connection with a multi-step restructuring following the acquisition
of Avalon Cable of Michigan Holdings, Inc., a guarantor with respect to the
Notes, Avalon Cable of Michigan Holdings was merged with and into CC Michigan,
LLC (formerly known as Avalon Cable of Michigan LLC), a wholly owned subsidiary
of CC V Holdings.
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ITEM 7. EXHIBITS.
The following is furnished as an exhibit to this report:
16.1 Letter from PricewaterhouseCoopers LLP dated February 23, 2000.*
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* - filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CC V HOLDINGS FINANCE, INC.
CC V HOLDINGS, LLC
Dated February 23, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
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EXHIBIT INDEX
16.1 Letter from PricewaterhouseCoopers LLP dated February 23, 2000.
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EXHIBIT 16.1
February 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Avalon Cable Holdings Finance, Inc. (now CC
V Holdings Finance, Inc.), Avalon Cable of Michigan Holdings, Inc. and Avalon
Cable of Michigan, Inc. (now combined as CC V Holdings LLC) (copy attached),
which we understand was filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K report dated February 14, 2000. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
