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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 30, 2000
SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-19889 #84-1145140
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Caxton Way, Watford, Hertfordshire, England WD1 8XH
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-1923-435-000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 30, 2000, South Hertfordshire United Kingdom Fund, Ltd.
(the"Registrant") engaged a new auditor, Ernst & Young, LLP. On May 30, 2000,
the new auditor was engaged by Fawnspring Limited, which is the general partner
of the Registrant and which was acquired by NTL Incorporated in May 2000, and as
such audits the accounts of ntl (South Hertfordshire) Limited, shares
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of which constitute the Registrant's primary operating assets. The cost savings
generated by NTL Incorporated's existing relationship with Ernst & Young, LLP
was the main reason for their engagement and the resignation of the prior
auditors, Arthur Andersen.
Arthur Andersen confirmed its resignation as auditor of the Registrant
by letter dated April 10, 2001. Arthur Andersen's reports on the financial
statements of the Registrant for the fiscal years ended December 31, 1999 and
1998, did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to any uncertainty, audit scope or accounting
principals. Moreover, there were no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Arthur Andersen's
satisfaction, would have caused it to make reference to the subject matter of
such disagreement in connection with such reports.
In accordance with Item 304(a)(3) of the Regulation S-K, the Registrant
has furnished Arthur Andersen with a copy of this report on Form 8-K and has
requested Arthur Andersen to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether Arthur Andersen agrees with
the statements made by the Registrant herein, and, if not, stating the respects
in which it does not agree.
The letters from Arthur Andersen LLP are attached as exhibits to this
filing.
ITEM 7. EXHIBITS AND FINANCIAL STATEMENTS
Exhibit Description
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16.1 Letter of Arthur Andersen, dated April 10, 2001
16.2 Letter of Arthur Andersen, dated April 10, 2001
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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.
By: FAWNSPRING LIMITED,
its General Partner
By: /s/Robert Mackenzie
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Robert Mackenzie
Director
Date: April 24, 2001
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EXHIBIT INDEX
Exhibit Page
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16.1 Letter of Arthur Andersen dated April 10, 2001
16.2 Letter of Arthur Andersen dated April 10, 2001
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