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U.S. 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): November 26, 1999
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POLAND COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York 333-20307 06-1070447
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(State or other jurisdiction of (Commission File Number) ( I.R.S. Employer
incorporation or organization) Identification Number)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address, including zip code, of Principal Executive Office)
(860) 549-1674
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountant:
(i) On November 17, 1999, Poland Communications, Inc. (the
"Registrant" or the "Company") notified KPMG Polska Sp. z o.o.
("KPMG") by telephone of its intent to dismiss KPMG as its
independent accountants, and on the same date, KPMG sent a letter
to the Registrant, with a copy to the Chief Accountant at the
Securities and Exchange Commission, acknowledging such dismissal.
On November 26, 1999, the Registrant sent a letter to KPMG
formally dismissing KPMG as its independent accountants.
(ii) The reports of KPMG on the financial statements for the Registrant
and the Registrant's majority-owned subsidiary Poland Cablevision
(Netherlands) B. V. for the fiscal years ended December 31, 1997 and
1998 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the fiscal years ended December 31,
1997 and 1998 and the relationship through the date of the
dismissal, there have been no disagreements with KPMG on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of KPMG would have caused them to
make reference thereto in their report on the financial statements
for such fiscal years.
(v) In a letter dated March 31, 1999, to the Registrant's Board of
Directors following its 1998 audit, KPMG commented on certain matters
involving the internal control structure and operation of the
Registrant, including:
(i) the need for more experience and resources in the financial
reporting area;
(ii) the need for an effective internal audit department;
(iii) problems in the translation of Polish Zloty balances and
transactions into U.S. dollars;
(iv) problems with financial statements of certain subsidiaries
presented for consolidation; and
(v) other control weaknesses involving currency translations,
monthly reconciliations and other matters that should have
been resolved prior to being presented for consolidation and
audit purposes.
Certain members of management, including a member of the
Registrant's Board of Directors, discussed the subject matter of
certain of these issues with KPMG. The Registrant intends to
continue addressing these issues, and the Registrant has
authorized KPMG to respond fully to the inquiries of the successor
accountant concerning such events.
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(vi) The Registrant has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission stating whether
or not it agrees with the above statements. A copy of such letter,
dated December 2, 1999, is filed as an Exhibit to this Form 8-K.
(b) New independent accountant:
(i) The Registrant engaged Arthur Andersen Sp. z o.o. ("Arthur
Andersen") as its new independent accountant as of November 30,
1999. During the two most recent fiscal years and through
November 26, 1999, the Registrant has not consulted with
Arthur Andersen regarding either (i) 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 Registrant's financial statements (and no written report or
oral advice has been provided to the Registrant by Arthur Andersen
on an accounting, auditing or financial reporting issue); or (ii)
any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed as part of this report:
Exhibit
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(16) Letter from KPMG Polska Sp. z o.o.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 2, 1999. Poland Communications, Inc.
By: /s/ Ray D. Samuelson
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Ray D. Samuelson
Director of Finance and Accounting and
Treasurer
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Securities and Exchange Commission
Washington, D.C. 20549
December 2, 1999
Ladies and Gentlemen:
We were previously independent accountants for Poland Communications, Inc.
and, under the date of March 29, 1999, we reported on the consolidated
financial statements of Poland Communications, Inc. and subsidiaries as of
December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997
and 1996. On November 17, 1999, Poland Communications, Inc. notified us by
telephone of its intent to dismiss us as its independent accountants, and on
that date, we sent a letter to Poland Communications, Inc. acknowledging this
dismissal. On November 26, 1999, we received a letter from Poland
Communications, Inc. formally dismissing us as its independent accountants.
We have read Poland Communications, Inc.'s statements included under Item 4
of its Form 8-K dated December 2, 1999, and we agree with such statements,
except that we are not in a position to agree or disagree with Poland
Communications, Inc.'s statement that (i) the Board of Directors participated
in and approved the decision to change independent accountants and (ii)
through November 26, 1999, Poland Communications, Inc. has not consulted with
Arthur Andersen Sp. z o.o. regarding either (a) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on Poland Communications, Inc.'s
financial statements or (b) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(l)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(l)(v) of Regulation S-K.
Very truly yours,
/s/ KPMG Polska Sp. z o.o.
