FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 22, 2002
CC V HOLDINGS, LLC
(formerly known as Avalon Cable LLC)
CC V HOLDINGS FINANCE, INC.
(formerly known as Avalon Cable Holdings Finance, Inc.)
-------------------------------------------------------
(Exact name of registrants as specified in their charters)
Delaware
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
333-75415 13-4029965
333-75415-03 13-4029969
(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(314) 965-0555
--------------
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 22, 2002, CC V Holdings, LLC (formerly known as Avalon
Cable, LLC) and CC V Holdings Finance, Inc. (formerly known as Avalon Cable
Holdings Finance, Inc.) (collectively, the "Registrants"), dismissed Arthur
Andersen LLP ("Arthur Andersen") as the Registrants' independent public
accountants and engaged KPMG LLP ("KPMG") to serve as the Registrants'
independent public accountants for the fiscal year 2002. The decision was
approved by Charter Communications, Inc., the manager of CC V Holdings, LLC (the
"Manager") and the sole director CC V Holdings Finance, Inc. and was authorized
by the Manager's Board of Directors.
Arthur Andersen's audit reports on the Registrants' consolidated financial
statements for each of the fiscal years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Registrants' two fiscal years ended December 31, 2001 and 2000
and the subsequent interim period preceding the decision to change independent
public accountants, 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 them to make reference to the subject matter of
the disagreement in connection with the audit reports on the Registrants'
consolidated financial statements for such years, and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrants provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter,
dated April 22, 2002, stating its agreement with such statements.
In the years ended December 31, 2001 and 2000 and through the date hereof,
the Registrants did not consult KPMG with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Registrants'
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 22, 2002. *
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
CC V HOLDINGS, LLC
Dated: April 22, 2002 By: CHARTER COMMUNICATIONS, INC.
----------------------------
Its Manager
By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
of Charter Communications, Inc.
(Manager) and CC V Holdings, LLC
CC V HOLDINGS FINANCE, INC.
Dated: April 22, 2002 By: /s/ KENT D. KALKWARF
--------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief
Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 22, 2002.