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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
(Amendment No. 2)
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Date of Report (Date of Earliest Event Reported): June 14, 2002
Adelphia Business Solutions, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-21605 25-1669404
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(Commission File Number) (I.R.S. Employer Identification No.)
One North Main Street
Coudersport, PA 16915-1141
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(Address of Principal Executive offices) (Zip Code)
(814) 274-9830
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(Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if changed Since Last Report)
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NY2:\1175758\05\P77Y05!.DOC\11224.0003
Item 4. Changes in Registrant's Certifying Accountant.
On June 14, 2002, Adelphia Business Solutions, Inc. (the "Company") received an
unsolicited letter from Deloitte & Touche LLP ("Deloitte"), its former
independent accountants, notifying the Company that the client-auditor
relationship between the Company and Deloitte had "ceased." A copy of this
letter is attached hereto as Exhibit 99.1 and incorporated herein by reference
and it is the Company's understanding that Deloitte resigned as its independent
public accountants effective as of June 14, 2002.
In response to the Company's query as to the circumstances surrounding this
letter, Deloitte declined to provide further clarification other than to note
that on June 9, 2002, Adelphia Communications Corporation ("Adelphia") dismissed
Deloitte as its independent public accountants. Prior to January 11, 2002, the
Company was a majority-owned subsidiary of Adelphia.
On May 14, 2002, Deloitte suspended its audit of the financial statements of
Adephia. Upon suspending its audit of the financial statements of Adelphia,
Deloitte also ceased its audit of the financial statements of the Company. As of
the June 14, 2002, the date on which the Company received the aforementioned
resignation letter from Deloitte, Deloitte had not completed its audit nor had
it issued its report with respect to the Company's financial statements for the
year ended December 31, 2001. Accordingly, the Company has not yet completed its
financial statements or filed its Annual Report on Form 10-K for the year ended
December 31, 2001, nor has the Company filed its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002. Neither the Board of Directors of the
Company nor the Audit Committee of the Board of Directors of the Company took
any action with respect to Deloitte's decision to resign as the Company's
independent public accountants.
The Company has not yet determined who it intends to appoint as its independent
public accountants on a going forward basis. Upon making such appointment, the
Company will file a subsequent Current Report on Form 8-K in accordance with the
requirements of that form.
The report of Deloitte on the financial statements of the Company for the year
ended December 31, 2000 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles. During the years ended December 31, 2000 and December 31, 2001, and
through the date of this Current Report, the Company had no disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure or audit scope or procedure that, if not resolved to the
satisfaction of Deloitte, would have caused it to make reference to the subject
matter of such disagreement in its reports on the financial statements.
On July 3, 2002, the Company transmitted Deloitte by e-mail a draft of the
disclosures made in Item 4 of Amendment No. 1 of this Current Report on Form 8-K
("Amendment No. 1"). The Company received a letter from Deloitte on July 15,
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2002 (the "Deloitte Response") responding to the disclosures made in Item 4 of
Amendment No. 1. A copy of the Deloitte Response is filed herewith as Exhibit
16.1.
Except as set forth below, the Company does not believe that any reportable
events within the meaning of Item 304(a)(1)(v) have occurred with respect to the
Company for the years ended December 31, 2000 and December 31, 2001 and through
the date of this Current Report.
Prior to its resignation as the Company's independent public accountants,
Deloitte informed the Vice President, Finance of the Company and the Chairman of
the Audit Committee of the Company that Deloitte needed to resolve certain
matters with respect to its audit of Adelphia's consolidated financial
statements for the year ended December 31, 2001 before it could determine what
impact, if any, such audit of Adelphia might have on Deloitte's audit of the
Company's consolidated financial statements for same period. Upon its
resignation as the Company's independent public accountants, Deloitte informed
the Vice President, Finance of the Company that, because of its dismissal as
Adelphia's independent public accountants, it would be unable to make this
determination and, therefore, would be unable to complete its audit of the
Company's consolidated financial statements for the year ended December 31,
2001.
In the Deloitte Response, Deloitte states, "The matters described in the [letter
from Deloitte addressed to the SEC, dated June 27, 2002, responding to
Adelphia's Current Report on Form 8-K filed with the SEC on June 14, 2002, the
section of which discussing "Reportable Events" is included as an appendix to
the Deloitte Response] were discussed with officers and directors of Adelphia at
various times, including those officers and directors who were also officers and
directors of the Company through June 4, 2002." Deloitte has not identified, by
name, such officers and directors, but the Company presumes it is referring to
members of the Rigas family. Neither Deloitte (except as disclosed in the
Deloitte Response) nor any member of the Rigas family has provided the Company
with information about such discussions.
The Audit Committee of the Company has requested that the Company's outside
counsel conduct an independent investigation with respect to related party
transactions and agreements between the Company, Adelphia or the Rigas family
and to determine whether the Company or any of its officers or directors have
engaged in conduct in violation of applicable law.
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Item 7(c). Exhibits.
16.1 Letter, dated July 15, 2002, from Deloitte & Touche LLP
regarding change in certifying accountant (filed herewith).
99.1 Letter, dated June 14, 2002, from Deloitte & Touche LLP
(previously filed).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
ADELPHIA BUSINESS SOLUTIONS, INC.
By: /s/ Edward E. Babcock
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Name: Edward E. Babcock
Title: Vice President, Finance
Date: July 18, 2002.
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EXHIBIT INDEX
Exhibit No. Exhibit
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16.1 Letter, dated July 15, 2002, from Deloitte & Touche LLP
regarding change in certifying accountant (filed herewith).
99.1 Letter, dated June 14, 2002, from Deloitte & Touche LLP
(previously filed).
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