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) 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.
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 Operation 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 the Conway Delgenio firm for restructuring advice. Neither
Messrs. Dunstan or Teuscher, nor the Conway Delgenio 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, are being 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 have provided Deloitte with a copy of the
disclosures made in this Form 8-K and has 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 will be filed with the Commission
by the Registrants by amendment to this Form 8-K.
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 (to be
filed by amendment).
99.1 Press release dated June 14, 2002, relating to the selection
of PwC as Adelphia's independent public accountants (filed
herewith).
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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 2, 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 (to be
filed by amendment).
99.1 Press release dated June 14, 2002, relating to the
selection of PwC as Adelphia's independent public
accountants (filed herewith).
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