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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
Date of Report: DECEMBER 30, 1998
PRIME COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-2031531
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
155 Montgomery St. Suite 406, San Francisco, Ca 94104
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(Address of principal executive offices) (Zip Code)
(415) 398-4242
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(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Accountant
Effective December 16, 1998, Gilbert and Company, the
Registrant's Certifying Accountant for the past two fiscal years, were
dismissed. On December 16, 1998, Hein & Associates LLP, Certified Public
Accountants, were engaged to serve as the Registrant's new auditors. The
selection of Hein & Associates LLP, was approved by the Audit Committee of the
Registrant's Board of Directors. There was no consultation regarding
accounting policy or procedures with Hein & Associates LLP prior to their
engagement.
Gilbert and Company's reports have not contained an adverse opinion or a
disclaimer of opinion, or were qualified or modified as to uncertainty, audit
scope, or accounting principles. Nor has there been any disagreement with
Gilbert and Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure during the
Registrant's two most recent fiscal years and from December 31, 1997 to the
date of dismissal. Gilbert and Company has not advised the Registrant that
the internal controls necessary for the Registrant to develop reliable
financial statements do not exist. Nor has Gilbert and Company advised the
Registrant that information has come to their attention that has led them to
no longer be able to rely on management's representations, or that has made
them unwilling to be associated with the financial statements prepared by
management. Gilbert and Company has not advised the Registrant of the need
to expand significantly the scope of their audit, or that information has
come to their attention that if further investigated may materially impact
the fairness or reliability of either: a previously issued audit report or
the underlying financial statements; or the financial statements issued or to
be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including information
that may prevent them from rendering an unqualified audit report on those
financial statements), or cause them to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements.
Nor has Gilbert and Company advised the Registrant that information has come
to their attention that they have concluded materially impacts the fairness
or reliability of e! ! ither (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements issued or
to be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements). Nor
has Gilbert and Company advised the Registrant of any other reportable event.
The Registrant has provided Gilbert and Company with a copy of the
disclosure contained herein and has requested that Gilbert and Company
provide the Registrant with a letter addressed to the U.S. Securities and
Exchange Commission stating whether they agree with the disclosure. Gilbert
and Company has provided such a letter, which is attached hereto as an
Exhibit to this Current Report on Form 8-K.
2
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Item 7. Financial Statements and Exhibits.
(C) Exhibits
16.1 Letter re Change in Certifying Accountant of Gilbert and Company ----
- ------------------------------------------------dated December 21, 1998.
3
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SIGNATURE
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 thereunder duly authorized.
PRIME COMPANIES, INC.
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(Registrant)
/s/ David L. Lefkowitz
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David L. Lefkowitz
President
Date: 12/30/98
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4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
16.1 Letter re Change in Certifying Accountant of Gilbert and Company
dated December 21, 1998.
</TABLE>
5
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GILBERT AND COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
1 Maritime Plaza
San Francisco, California 90024
Tel. (415) 459-7171
Fax (415) 491-4141
DECEMBER 28, 1998
Securities and Exchange Commission
Washington, D.C. 20549
RE: Prime Companies, Inc.
File No. 52-2031531
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Prime Companies, Inc. dated December
30, 1998, and agree with the statements contained therein.
Very truly yours,
/s/ Gilbert and Company
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GILBERT AND COMPANY
