FORM 8-K/A
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, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
000-27927 43-1857213
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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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(Registrant's telephone number, including area code)
Explanatory Note
Charter Communications, Inc. (the "Company") is filing this amendment (this
"Amendment") to its Current Report on Form 8-K dated April 22, 2002, including
the exhibits, originally furnished to the Securities and Exchange Commission
(the "Commission") on April 22, 2002 solely to correct an error in the EDGAR
submission by the printer which included the Current Report on Form 8-K dated
April 22, 2002 filed for the Company's subsidiaries Charter Communications
Holdings, LLC and Charter Communications Holdings Capital Corporation. This
Amendment replaces and supersedes the Current Report on Form 8-K filed on April
22, 2002 in its entirety.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 22, 2002, the Board of Directors of Charter
Communications, Inc. (the "Company") dismissed Arthur Andersen LLP ("Arthur
Andersen") as the Company's independent public accountants and engaged KPMG LLP
("KPMG") to serve as the Company's independent public accountants for the fiscal
year 2002, in accordance with the recommendation of the Board's Audit Committee.
Arthur Andersen's audit reports on the Company's 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 Company's 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 Company's
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 Company 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 Company 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 Company's
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, Inc. has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
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 23, 2002
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated April 22, 2002.