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
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
Delaware
Delaware
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-56679 14-1803051
333-56679-02 14-1801165
333-56679-01 14-1801164
333-56679-03 14-1803049
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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)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 22, 2002, Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media 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 Renaissance Media Group LLC, Renaissance
Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC (the "Manager") and by
the sole director of Renaissance Media 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 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,
the registrants have duly caused this Current Report to be signed on their
behalf by the undersigned hereunto duly authorized.
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
Dated: April 22, 2002 By: CHARTER COMMUNICATIONS, INC.
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their Manager
By: /s/ KENT D. KALKWARF
Name: Kent D. Kalkwarf
Title: Executive Vice President and Chief Financial
Officer
(Principal Financial Officer and Principal Accounting
Officer) of Charter Communications, Inc. (Manager),
Renaissance Media Group LLC; Renaissance Media
(Louisiana) LLC; and Renaissance Media (Tennessee) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
Dated: April 22, 2002 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)
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.
EXHIBIT 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 22, 2002
Dear Sir/Madam:
We have read the second, third and fourth paragraphs of Item 4 included in the
Form 8-K dated April 22, 2002, of Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
Corporation to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP