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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
MARCH 8, 1997
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CHARTER COMMUNICATIONS INTERNATIONAL, INC.
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NEVADA
(State or other jurisdiction of incorporation or organization)
33-25129-LA 84-1097751
(Commission File No.) (I.R.S. Employer
Identification No.)
17100 EL CAMINO REAL
HOUSTON, TEXAS 77058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 780-0881
(Former address, if changed since last report)
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INFORMATION INCLUDED IN THIS REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Following the acquisition by the Charter Communications International,
Inc. (the "Company") of Overlook Communications International Corporation
("OCI"), an Atlanta, Georgia, based corporation, the Company decided it would
be in the best interests of the Company to consolidate its financial and
accounting functions in Atlanta. Prior to the acquisition of OCI, the
Company's financial and accounting functions were maintained in Houston,
Texas, and the Houston office of KPMG Peat Marwick ("Peat Marwick") served as
the auditors and certifying accountants of the Company. As a result of the
consolidation, the Company determined that it would be efficient and
preferable to have the Company's independent accountants located in Atlanta
where the Company's accounting personnel and records reside. Accordingly, the
Company contacted Peat Marwick and two other accounting firms with offices in
Atlanta to determine the terms upon which they might be engaged by the
Company. As a result of such contacts and the discussions which followed, the
Company determined that the Atlanta office of the accounting firm of Arthur
Andersen LLP ("Arthur Andersen") should be engaged as the Company's auditors
and certifying accountants.
At a meeting of the Board of Directors of the Company held February 28,
1997, the Company dismissed Peat Marwick and engaged Arthur Andersen as the
auditors and certifying accountants of the Company. The Company and Peat
Marwick have not had any disagreements, including without limitation, those
contemplated in Item 304 (a) of Regulation S-B, and the decision to change
auditors and certifying accountants was not the result of any discussion
between the Company and Peat Marwick within the contemplation of Item
304(a)(2) of Regulation S-B.
A copy of this Form 8-K has been provided to Peat Marwick and the
Company has attached hereto as an Exhibit a letter from Peat Marwick
indicating its agreement with the statements made herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The following exhibits have been furnished in accordance with
the provisions of Item 601 of Regulation S-B.
(1) Letter from KPMG Peat Marwick
2
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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.
Dated: March 13, 1997
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Patrick E. Delaney
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Print: Patrick E. Delaney
Title: Chief Financial Officer
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[LETTERHEAD]
March 13, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged as principal accountants to audit the consolidated
financial statements of Charter Communications International, Inc. and
subsidiaries as of and for the year ended December 31, 1996. On February 28,
1997, our appointment as principal accountant was terminated. We have read
Charter Communications International, Inc.'s statements included under item 4
of Form 8-K dated March 13, 1997, and agree with such statements.
Very truly yours,
KPMG PEAT MARWICK LLP
