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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 28, 2000
CC V HOLDINGS FINANCE, INC.
CC V HOLDINGS, LLC
(Exact name of registrants as specified in their charters)
Delaware
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
333-75415-03 13-4029969
333-75415 13-4029965
(Commission File Number) (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANTS.
(a) Previous Independent Accountants.
(i) On February 10, 2000, the Registrants dismissed
PricewaterhouseCoopers LLP, which served as the
Registrants' principal independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the
Registrants' financial statements for the most two
recent fiscal periods contained no adverse opinion or
disclaimer of opinion nor were they qualified as to
uncertainty, audit scope or accounting principles.
(iii) The Registrants' Director participated in and
approved the decision to change principal independent
accountants. The Registrants do not have an audit
committee.
(iv) In connection with its audits for the most two
recent fiscal periods and through February 10, 2000,
there were no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have
caused PricewaterhouseCoopers LLP to make reference
thereto in connection with its reports on the financial
statements.
(b) New Independent Accountants.
The Registrants engaged Arthur Andersen LLP as its new principal
independent accountants as of February 10, 2000. The Registrants'
Director approved such engagement on February 10, 2000.
Since November 15, 1999, when the Registrants came under the
control of Charter Holdco, the Registrants have consulted with Arthur
Andersen LLP regarding the application of the principles of purchase
accounting resulting from Charter Holdco's acquisition of the
Registrants. Arthur Andersen LLP provided verbal advice to the
Registrants management and did not provide a written report.
PricewaterhouseCoopers LLP was not consulted regarding such issues.
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ITEM 5. OTHER ITEMS.
CHANGE OF CONTROL OFFER
Upon expiration of a change of control offer dated December 3, 1999,
none of the Registrants' 11.875% Senior Discount Notes due December 1, 2008 (the
"Notes") were validly tendered.
In the "open market", however, the Registrants have repurchased 16,250
Notes (each with a $1,000 face amount at maturity) for $10.5 million, using cash
received from equity contributions from Charter Communications Holdings, LLC, a
wholly owned subsidiary of Charter Communications Holding Company, LLC (Charter
Holdco) and parent of CC V Holdings, LLC (formerly known as Avalon Cable LLC).
179,750 Notes with an accreted value of $115.7 million at February 10, 2000
remain outstanding.
CORPORATE REORGANIZATION
In connection with a multi-step restructuring following the acquisition
of Avalon Cable of Michigan Holdings, Inc., a guarantor with respect to the
Notes, Avalon Cable of Michigan Holdings was merged with and into CC Michigan,
LLC (formerly known as Avalon Cable of Michigan LLC), a wholly owned subsidiary
of CC V Holdings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CC V HOLDINGS FINANCE, INC.
CC V HOLDINGS, LLC
Dated February 11, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)