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
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
333-77499-01 43-1843177
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(Commission File Number) (Federal Employer Identification Number)
12405 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(314) 965-0555
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(Registrants' telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 22, 2002, Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation (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
Charter Communications Holdings, LLC (the "Manager") and by the sole director of
Charter Communications Capital Corporation 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 10, 2001, Interlink Communications Partners, LLC, Rifkin
Acquisition Partners, LLC and Charter Communications Entertainment I, LLC, each
an indirect, wholly-owned subsidiary of Charter Communications Holdings, LLC,
purchased the assets of certain Illinois systems serving approximately 21,387
customers for a cash sale price of $48,293,000, subject to certain closing
adjustments. These assets were acquired from Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P. and
Enstar Cable of Macoupin County pursuant to the terms of a purchase agreement
entered into in August 2001. Enstar Communications Corporation, a direct
subsidiary of Charter Communications Holding Company, is the general partner of
each of the selling Enstar limited partnerships. It is expected that an
additional acquisition of approximately 6,513 customers in Illinois will be
acquired from Enstar Income Program II-1, L.P., for which Enstar Communications
Corporation is the general partner, for a purchase price of $14,707,000, subject
to certain closing adjustments, with this additional acquisition anticipated to
close in the third quarter of 2002.
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,
Charter Communications Holdings, LLC has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC
registrant
By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
Dated: April 22, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this Current
Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION
registrant
By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
Dated: April 22, 2002