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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 FINANCE, INC.
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CC MICHIGAN, LLC
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CC NEW ENGLAND, LLC
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(Exact name of registrants as specified in their charters)
Delaware
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Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-75453-03 13-4029974
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333-75453 13-4029981
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333-75453-02 22-3556161
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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 9.375% Senior Subordinated 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, LLC (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.
Pursuant to a change of control offer dated December 3, 1999, 134,050
of the Registrants' 9.375% Senior Subordinated Notes due December 1, 2008 (the
"Notes") (each with a $1,000 face amount) were validly tendered.
The Notes were repurchased at 101% of their principal amount, plus
accrued and unpaid interest thereon through January 28, 2000. The aggregate
repurchase price was $137.3 million and was funded with equity contributions
from Charter Communications Holdings, LLC (Charter Holdings), a wholly owned
subsidiary of Charter Holdco, which made the cash available from the proceeds of
its sale of $1.5 billion of high yield notes in January 2000 (the "January 2000
Notes").
In addition to the above change of control repurchase, the Registrants
have repurchased the remaining 15,950 notes (including accrued and unpaid
interest) in the "open market" for $16.3 million, also using cash received from
equity contributions ultimately from Charter Holdings from a portion of the
proceeds from its sale of the January 2000 Notes.
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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 CABLE FINANCE, INC.
CC MICHIGAN, LLC
CC NEW ENGLAND, 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
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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 Finance, Inc. (now CC V
Finance, Inc.), Avalon Cable of Michigan LLC (now CC Michigan, LLC), and Avalon
Cable of New England LLC (now CC New England, 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
