Page 1 of 6
Exhibit Index is on Page 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K/A
CURRENT REPORT
(Amendment No. 1 to Form 8-K filed
February 10, 1997)
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 4, 1997
(Date of earliest event reported)
PRIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-28942 06-1458069
(State or other (Commission (IRS Employer
jurisdiction of File Identification
organization) Number) Number)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Address of principal executive offices) (Zip Code)
(813) 578-8100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
<PAGE>
Item 4 Changes in Registrant's Certifying Accountant
On February 4, 1997, Primex Technologies, Inc. ("Primex"),
based on the recommendation of the Audit Committee of the Primex Board
of Directors, retained Ernst & Young LLP ("Ernst & Young") to serve as
independent accountants for Primex and its subsidiaries for periods
ending after December 31, 1996. KPMG Peat Marwick LLP ("Peat
Marwick"), which will complete the audit of Primex's financial
statements for 1996, terminated its engagement for future periods.
No Peat Marwick report on the financial statements of Primex for the
past two years contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope, or
accounting principles. During the two most recent fiscal years and the
subsequent interim period, there has been no disagreement between
Primex and Peat Marwick on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedures.
During the two most recent fiscal years and the subsequent
interim period prior to engaging Ernst & Young, Primex (or someone on
its behalf) did not consult Ernst & Young regarding the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
Primex's financial statements.
<PAGE>
Item 7 Financial Statements and Exhibits
c. Exhibits
Ex - 16 Letter from KPMG Peat Marwick LLP dated
February 7, 1997 agreeing with the statements
made with respect to it in Item 4.
<PAGE>
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.
PRIMEX TECHNOLOGIES, INC.
by /s/ George H. Pain
----------------------------
George H. Pain
Vice President, General
Counsel and Secretary
Date: February 19, 1997
<PAGE>
Exhibit Index
Exhibit No. Exhibit Page No.
16 Letter from KPMG Peat Marwick 6
LLP dated February 7, 1997
agreeing with the statements
made with respect to it in
Item 4.
KPMG Letterhead
February 7, 1997
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We currently serve as the principal accountants for Primex Technologies,
Inc. and will report on the consolidated financial statements of Primex
Technologies, Inc. and subsidiaries as of and for the years ended
December 31, 1995 and 1996. On February 4, 1997, our appointment as
principal accountants was terminated, effective upon the completion of
the 1996 audit and the issuance of our auditors report thereon. We have
read Primex Technologies, Inc.'s statements included in the first
paragraph under Item 4 of its Form 8-K dated February 4, 1997, and we
agree with such statements, except that we are not in a position to
agree or disagree with Primex Technologies, Inc.'s statement that the
change was recommended by the audit committee of the board of directors
of Primex Technologies, Inc. With respect to matters in the second
paragraph of Item 4, we are not in a position to agree or disagree.
Very truly yours,
/s/ KPMG Peat Marwick
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KPMG Peat Marwick
