SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 through April 22, 2002, 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 26, 2002, stating its agreement with such statements.
In the years ended December 31, 2001 and 2000 and through April 22,
2002, 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 26, 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 26, 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 26, 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
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 26, 2002.