UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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March 12, 2001
Date of Report (Date of earliest event reported)
Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
Virginia 0-9881 54-1162806
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 459
Edinburg, VA 22824
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (540) 984-4141
Item 4 - Changes in Registrant's Certifying Accountants
On March 12, 2001, the Registrant's Board of Directors voted to engage the
accounting firm of KPMG LLP as the principal accountant to audit the
Registrant's financial statements for the fiscal year ending December 31, 2001,
to replace the firm of McGladrey & Pullen, LLP, the principal accountant engaged
to audit the Registrant's financial statements as of December 31, 2000 and 1999,
and for each of the years in the three year period ended December 31, 2000. The
Registrant conducted a competitive proposal process to select the independent
public accountant to audit the Registrant's financial statements for the fiscal
year ending December 31, 2001. The Registrant's Audit Committee received bids
from several independent public accounting firms including McGladrey & Pullen,
LLP. After reviewing the proposals, the Registrant's Audit Committee selected
KPMG LLP, and the Registrant's Board of Directors approved this selection on
March 12, 2001. McGladrey & Pullen, LLP did not resign or decline to stand for
reelection. The Registrant decided, following the competitive proposal process,
not to retain McGladrey & Pullen, LLP with respect to the audit of the
Registrant's financial statements for periods beginning with the fiscal year
ending December 31, 2001 and thereafter. McGladrey & Pullen, LLP's reports on
the financial statements as of December 31, 2000 and 1999, and for each of the
years in the three year period ended December 31, 2000, contained no adverse
opinion or disclaimer of opinion and were not qualified as to uncertainty, audit
scope or accounting principles. In connection with the audits of the three
fiscal years ended December 31, 2000 and through the subsequent interim period
preceding the engagement of KPMG LLP, there were no disagreements with McGladrey
& Pullen, LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with their reports on the financial statements to the subject matter
of the disagreement. The Registrant requested that McGladrey & Pullen, LLP
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of the McGladrey &
Pullen, LLP letter is filed as Exhibit 16-1 to this Form 8-K.
Item 7 - Financial Statements and Exhibits
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
SIGNATURES
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.
SHENANDOAH TELECOMMUNICATIONS COMPANY
DATE: March 12 2001 /s/ Laurence F. Paxton
Laurence F. Paxton
Vice President -Finance
EXHIBIT DESCRIPTION OF EXHIBIT
16.1 Letter from McGladrey & Pullen, LLP
EXHIBIT 16.1
Letter from McGladrey & Pullen, LLP
March 14, 2001
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC 20549
We were previously the independent accountants for Shenandoah Telecommunications
Company, and on January 26, 2001, we reported on the consolidated financial
statements of Shenandoah Telecommunications Company and subsidiaries as of and
for the years ended December 31, 2000, 1999, and 1998. On March 12, 2001, we
were dismissed as independent accountants of Shenandoah Telecommunication
Company.
We have read Shenandoah Telecommunications Company's statements included under
Item 4 of its Form 8-K dated March 12, 2001, and we agree with such statements.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP