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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K/A
CURRENT REPORT
(AMENDMENT NO. 2 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
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(Date of earliest event reported)
PRIMEX TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Virginia 0-28942 06-1458069
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Organization) Number) Number)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
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(Address of Principal Executive Offices) (Zip Code)
(813) 578-8100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Address, If Changed Since Last Report)
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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. All further responsibilities of KPMG Peat Marwick
LLP ("Peat Marwick") have been terminated upon completion by Peat Marwick
of the audit of Primex's financial statements for the year ended December
31, 1996.
No Peat Marwick report on the financial statements of Primex for
the past two years contained an adverse opinion or 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.
Primex has provided Peat Marwick with a copy of the disclosures
set forth in this Form 8-K/A and has requested that Peat Marwick furnish
Primex with a letter addressed to the United States Securities and Exchange
Commission (the "SEC") stating whether Peat Marwick agrees with the above
statements. A copy of the letter from Peat Marwick to the SEC dated June
23, 1997 is filed as an Exhibit 16 to this Form 8-K/A.
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Item 7. Financial Statements and Exhibits
c. Exhibits
Ex - 16 Letter from KPMG Peat Marwick LLP dated June 23, 1997
agreeing with the statements made with respect to it in Item
4.
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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
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George H. Pain
Vice President, General
Counsel and Secretary
Date: June 26, 1997
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Exhibit Index
Exhibit No. Exhibit Page No.
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16 Letter from KPMG Peat Marwick 6
LLP dated June 23, 1997 agreeing with
the statements made with respect to it
in Item 4.
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KPMG LETTERHEAD
June 23, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We have served as the principal accountants for Primex Technologies, Inc., and
have reported 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
auditor's report thereon, which has occurred. We have read Primex Technologies,
Inc.'s statements included in the first, second and fourth paragraphs under Item
4 of its Form 8-K/A dated June 26, 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 third paragraph of Item 4, we are not in a position to agree
or disagree.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick
