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Proc-Type: 2001,MIC-CLEAR
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MIC-Info: RSA-MD5,RSA,
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below): Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrants Certifying Accountant
On May 24, 2005, Commonwealth Telephone Enterprises, Inc.s 401(k) savings and investment plan, the Commonwealth Builder 401(k) Plan (the Merged Plan) dismissed its independent registered public accounting
firm, PricewaterhouseCoopers LLP. On the same date, the Merged Plan engaged the services of Amper, Politziner & Mattia, P.C. as its new independent registered public accounting firm for its year ended December 31, 2004. Commonwealth Telephone
Enterprises, Inc. (the Company) is the administrator of the Merged Plan, and the Companys Audit Committee authorized the dismissal of PricewaterhouseCoopers LLP and the engagement of Amper, Politziner & Mattia, P.C. on May 24,
2005. The Commonwealth Telephone Enterprises, Inc. The Common-Wealth Builder (the CWB Plan) and the Commonwealth Telephone Company Bargaining Employees 401(k) Plan (the 401(k) Plan) were combined on July 1, 2004 to form the
Merged Plan.
The reports of PricewaterhouseCoopers LLP on the financial statements of the CWB Plan as of December 31, 2003, December 29, 2003 and December 29, 2002 and for the two day period ended December 31, 2003 and the years ended
December 29, 2003 and December 29, 2002 and the 401(k) Plan as of and for the years ended December 31, 2003 and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principle.
During the years ended December 31, 2003 and 2002, and through May 24, 2005 (for the Merged Plan and 401(k) Plan), and during the two-day period ended December 31, 2003 and years ended December 29, 2003 and 2002 and through
May 24, 2005 (for the CWB Plan), there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to
PricewaterhouseCoopers LLPs satisfaction, would have caused PricewaterhouseCoopers LLP to make reference thereto in its report on the financial statements of each of the CWB Plan and 401(k) Plan for such years or with respect to a report on
the financial statements of the Merged Plan, if such financial statements were issued, for such years.
During the years ended December 31, 2003 and 2002,
and through May 24, 2005 (for the Merged Plan and 401(k) Plan), and during the
two-day period ended December 31, 2003 and years ended December 29, 2003 and
2002 and through May 24, 2005 (for the CWB Plan), there were no reportable events
described under Item 304(a)(1)(v) of Regulation S-K related to the Merged Plan,
CWB Plan or 401(k) Plan.
A letter from PricewaterhouseCoopers LLP is attached hereto as Exhibit 16.1, indicating it agrees with the above disclosures.
In deciding to select Amper, Politziner & Mattia, P.C., the Audit Committee reviewed auditor independence issues and existing commercial relationships with Amper, Politziner & Mattia, P.C. and concluded that Amper,
Politziner & Mattia, P.C. has no commercial relationship with the Merged Plan or with the Company that would impair its independence.
During the years ended December 31, 2003 and 2002, and through May 24, 2005, neither the Merged Plan, CWB Plan nor the 401(k) Plan consulted with Amper, Politziner & Mattia, P.C. regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. PricewaterhouseCoopers LLP remains the independent registered public accounting firm for the Company.
Section 9 Financial Statements and Exhibits
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): May 24, 2005
Commonwealth Builder 401(k) Plan
(Exact Name of Registrant as Specified in Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
0-11053
(Commission File Number) 23-2093008
(IRS Employer Identification No.)
100 CTE
Drive
Dallas, PA
(Address of Principal Executive Offices) 18612-9774
(Zip Code)
(Registrant’s
Telephone Number, Including Area Code: (570) 631-2700
(Former
Name or Former Address, if Changed Since Last Report)
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
(c)
Exhibits
16.1 Letter from PricewaterhouseCoopers LLP dated May 27, 2005
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 hereunto duly authorized.
COMMONWEALTH TELEPHONE ENTERPRISES, INC. | ||||
Date: | May 31, 2005 | By: | /s/ Raymond B. Ostroski | |
Name: | Raymond B. Ostroski | |||
Title: | Senior Vice President, General
Counsel and Corporate Secretary |
Exhibit 16.1
May 27, 2005
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Commissioners:
We have read the statements made by the Commonwealth Builder 401(k) Plan (the Merged Plan) (copy attached), which we understand will be filed with the U.S. Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K as part of the Merged Plans Form 8-K dated May 24, 2005. The Commonwealth Telephone Enterprises, Inc. The Common-Wealth Builder and the Commonwealth Telephone Company Bargaining Employees 401(k) Plan were combined in 2004 to form the Merged Plan. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP