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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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) 486-8337
(Former address, if changed since last report)
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INFORMATION INCLUDED IN THIS REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Item 4 of the Registrant's Form 8-K filed March 13, 1997, is amended in its
entirety to read as follows:
Following the acquisition by 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 LLP ("Peat Marwick") served as the
auditors and certifying accountants of the Company. As a result of the
consolidation, on February 28, 1997, the Board of Directors of 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 and authorized the appropriate officers of the
Company to explore the possibility of engaging an independent accounting firm
with offices in Atlanta.
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, on March 8, 1997, the Company officially notified Peat
Marwick that it was dismissed and that the Company would engage the Atlanta
office of the accounting firm of Arthur Andersen LLP ("Arthur Andersen") as
the Company's auditors and certifying accountants. On March 13, 1997, the
terms of the engagement of Arthur Andersen were finalized.
Peat Marwick was engaged by the Company subsequent to December 31, 1995,
and, therefore, did not report on the Company's financial statements for the
past two years. Peat Marwick's reports were limited to the financial
statements of a subsidiary of the Company. Peat Marwick's reports have not
contained an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change auditors and certifying accountants was not the
result of any discussion between the Company and Arthur Andersen within the
contemplation of Item 304(a)(2) of Regulation S-B.
A copy of this Form 8-K/A 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.
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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.
(16) Letter of KPMG Peat Marwick LLP.
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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 25, 1997
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Patrick E. Delaney
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Title: Chief Financial Officer
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[Letterhead]
March 25, 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. We have not and
will not report on the consolidated financial statements of Charter
Communications International, Inc. for any period. 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 its
Form 8-KA dated March 25, 1997, and agree with such statements, except that
we are not in a position to agree or disagree with the process by which the
Company determined to engage Arthur Andersen LLP and whether such decision
was approved by the Board of Directors.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
