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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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
CC V FINANCE, INC.
CC MICHIGAN, LLC
CC NEW ENGLAND, LLC
(Exact name of registrants as specified in their charters)
Delaware
Delaware
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
333-75453-03 13-4029974
333-75453 13-4029981
333-75453-02 22-3556161
(Commission File Number) (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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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 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 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 its 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 Communications Holding Company, 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 15,000 notes in the "open market" for $12.0 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. 4,200 notes
with a face value of $4,200,000 at February 10, 2000 remain outstanding.
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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 its behalf by the
undersigned hereunto duly authorized.
CC V CABLE FINANCE, INC.
CC MICHIGAN, LLC
CC NEW ENGLAND, LLC
Dated February 11, 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)
