<PAGE>
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 2, 2000
------------------------------
Transtel Pass Through Trust
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-49871 52-6875613
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(302) 651-1000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
(a) Previous independent accountants
(i) On January 28, 2000, the Registrant dismissed Price
Waterhouse as its independent accountants.
(ii) The reports of Price Waterhouse on the Registrant's
financial statements as of December 31, 1998 and December
31, 1997 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) During the Registrant's two most recent fiscal years and
through January 28, 2000, there have been no disagreements
with Price Waterhouse 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 Price Waterhouse would have
caused them to make reference thereto in their report for
such years.
(iv) During the two most recent fiscal years and through January
28, 2000, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
(v) The Registrant has requested that Price Waterhouse furnish
it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. A copy of such letter is filed as Exhibit A
hereto.
(b) New independent accountants
(i) The Registrant engaged Deloitte & Touche LLP as its new
independent accountants as of January 28, 2000. During the
two most recent fiscal years and through January 28, 2000,
the Registrant has not consulted with Deloitte & Touche LLP
on items which (1) were or should have been subject to
Statement of Auditing Standard No. 50 or (2) concerned the
subject matter of a disagreement or reportable event with
the former accountants (as described in Regulation S-K Item
304(a)(2)).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSTEL PASS THROUGH TRUST,
as Registrant
By: Wilmington Trust Company,
not in its individual capacity but
solely as Pass Through Trustee
Date: February 2, 2000 By: /s/ Mary C. St. Amand
---------------------------------
Name: Mary C. St. Amand
Title: Assistant Vice President
<PAGE>
EXHIBIT A
February 2, 2000
Chief Accountant
SECPS Letter File, Mail Step 11-3
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
U.S.A.
Commissioners:
We have read the statements made by Transtel Pass Through Trust (the "Trust")
(copy attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K as part of the Trust's Form 8-K report dated February 2,
2000. We agree with the statements concerning our Firm in such Form 8-K;
however, we have no basis to comment on the matter discussed in Item 4(b).
Very truly yours,
/s/ Price Waterhouse
Price Waterhouse
