SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 9, 2002
Commission file numbers: 333-9535 and 333-9535-01
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
(Exact names of Registrants as specified in their charters)
Delaware 84-1316775
Delaware 84-1353734
(States or other jurisdiction of (IRS Employer
incorporation or organization) Identification Numbers)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (814) 274-9830
This Form 8-K/A amends and restates in its entirety the
Registrants' Form 8-K filed with the Commission on June 25, 2002 and amended on
July 2, 2002.
ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
FrontierVision Operating Partners, L.P. ("FVOP") is 99.9%
owned by FrontierVision Holdings, L.P. ("Holdings"), a wholly-owned subsidiary
of Adelphia Communications Corporation ("Adelphia"), and 0.1% owned by
FrontierVision Operating Partners, LLC, a wholly-owned subsidiary of Adelphia.
FrontierVision Capital Corporation ("Capital") is a wholly-owned subsidiary of
FVOP.
As used herein, the term "Registrants" collectively refers to
FVOP and Capital and the "Company" refers to Adelphia and its subsidiaries
including the Registrants.
On June 9, 2002, Adelphia dismissed Deloitte & Touche LLP
("Deloitte"), its former independent accountants. On June 10, 2002, Deloitte
confirmed in writing to Adelphia that the client-auditor relationship between
Deloitte and Adelphia, the Registrants and certain other subsidiaries of
Adelphia had ceased. On June 13, 2002, Adelphia retained PricewaterhouseCoopers
LLP ("PwC") as its independent accountants. Under this engagement PwC will serve
as independent accountants of the Registrants and certain other subsidiaries of
Adelphia. The Board of Directors of Adelphia and the Audit Committee of the
Board of Directors approved the decision to change independent accountants. On
June 14, 2002, Deloitte notified Adelphia that it was withdrawing its reports on
the financial statements of Adelphia, the Registrants and certain other
subsidiaries and affiliates of Adelphia.
The Registrants have not yet completed their financial
statements or filed their Annual Report on Form 10-K for the year ended December
31, 2001, nor have the Registrants filed their Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002. As of the date on which Deloitte was dismissed
as the Registrants' independent public accountants, Deloitte had not completed
its audit nor had it issued its report with respect to the Registrants'
financial statements for the year ended December 31, 2001.
The report of Deloitte on the financial statements of the
Registrants 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 Form 8-K, there were 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;
as stated below, on May 14, 2002, Deloitte suspended its audit of the financial
statements of Adelphia and the Registrants for the year ended December 31, 2001.
Other than to the extent discussed below, there were no reportable events (each,
a "Reportable Event") within the meaning of Item 304(a)(1)(v) of Regulation S-K
for the years ended December 31, 2001 and December 31, 2000 and through the date
of this report. Adelphia's Audit Committee discussed the Reportable Event
referred to below with Deloitte and Adelphia authorized Deloitte to respond
fully to inquiries of PwC concerning that Reportable Event.
In March 2002, Adelphia's Board of Directors appointed a
Special Committee of Independent Directors (the "Special Committee") whose
Charter includes authority to review business relationships between the Company
and affiliates of the Rigas family. As part of that review the Special Committee
identified accounting and disclosure issues, some of which raised questions
about whether Adelphia's management had engaged in improper activities. On May
14, 2002, Deloitte advised Adelphia that it had suspended its audit of the
financial statements of Adelphia and the Registrants for the year ended December
31, 2001 and provided Adelphia with a list of issues that, according to
Deloitte, needed to be resolved before the issuance of Adelphia's and the
Registrants' Annual Reports on Form 10-K. Included in this list were
circumstances that raised questions about whether employees of Adelphia had
falsified accounting records and/or engaged in other conduct in violation of
law. On May 15, 2002, Adelphia's Board of Directors authorized a formal
investigation by counsel to the Special Committee into the nature and propriety
of transactions between the Company and affiliates of the Rigas family, the
integrity of the Company's books and records, the accuracy and completeness of
the Company's financial accounting, the Company's compliance with its
obligations under credit agreements and other debt instruments, and any other
matters related to the Company that the Special Committee decides should be
investigated. On June 9, 2002, following the
transmission of (and without acknowledging receipt of) Adelphia's letter
dismissing Deloitte, Adelphia received a letter from Deloitte in which Deloitte
stated that it was still not prepared to resume its audit. In that letter
Deloitte noted that Adelphia continued to employ executives who might have been
involved in inappropriate conduct related to the Company's financial reporting
and stated: "To the extent that any of those persons have been involved in
illegal activities, there is no way that we would be willing to rely on their
representations, and indeed the mere fact that they remain in their positions
raises additional concerns." In a letter dated June 13, 2002 to Deloitte,
Adelphia responded by noting that since May 25 the Company's accounting and
finance staff have been headed by Christopher Dunstan, Chief Financial Officer
and Treasurer, and Steven B. Teuscher, Chief Accounting Officer. In addition,
Adelphia has retained Conway Del Genio, Gries & Co., LLC for restructuring
advice. Neither Messrs. Dunstan or Teuscher, nor the Conway Del Genio firm, had
any connection with the Company during the time that the potentially improper
activities may have occurred. The members of Adelphia's accounting, finance and
bank and investor relations staff referred to in Deloitte's letter, who may have
known about or been directly implicated in inappropriate conduct, and who are
cooperating with the investigation being conducted by counsel to the Special
Committee, have been transferred to other duties pending completion of the
investigation. In the letter, Adelphia noted that: "The management
representations required in connection with the audit of the Company's financial
statements will be provided by officers who had no involvement in prior
management's improper activities and who will be adequately informed about the
issues relating to the company's financial statements by the findings of the
Special Committee counsel."
The Registrants provided Deloitte with a copy of the
disclosures made in this Form 8-K and requested that Deloitte furnish the
Registrants with a letter addressed to the Commission stating whether or not
Deloitte agrees with the above statements, and if not, stating the respects in
which it does not agree. A copy of such letter is filed herewith as Exhibit
16.1. The Company believes that this Form 8-K, as amended on July 2, 2002, was
not defective or incomplete. The Company also believes that Deloitte's refusal
to resume its audit was unreasonable. In light of that unreasonable refusal, the
Company determined that it was not appropriate to share with Deloitte any
additional information, including the information Deloitte claims was withheld.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
Not applicable.
(b) Pro forma Financial Statements
Not applicable.
(c) Exhibits
16.1 Letter regarding change in certifying accountant
(filed herewith).
99.1 Press release dated June 14, 2002, relating to the
selection of PwC as Adelphia's independent public
accountants (previously filed).
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SIGNATURE
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 thereunto duly authorized.
Date: July 17, 2002
FRONTIERVISION OPERATING PARTNERS, L.P.
By: FrontierVision Holdings, L.P., its
general partner
By: FrontierVision Partners,
L.P., its general partner
By: Adelphia GP Holdings,
L.L.C., its general
partner
By: ACC Operations,
Inc., its sole
member
By: /s/ ERLAND E. KAILBOURNE
-------------------------
Erland E. Kailbourne
Acting Chief Executive
Officer and Chairman
FRONTIERVISION CAPITAL CORPORATION
By: /s/ ERLAND E. KAILBOURNE
------------------------
Erland E. Kailbourne
Acting Chief Executive Officer and
Chairman
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
16.1 Letter regarding change in certifying accountant (filed herewith).
99.1 Press release dated June 14, 2002, relating to the selection of PwC
as Adelphia's independent public accountants (previously filed).
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