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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 6, 1998
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MGC Communications, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333-38875 88-0360042
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
3301 N. Buffalo Drive, Las Vegas, Nevada 89129
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 310-1000
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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) MGC Communications, Inc. (the "Company") did not re-elect KPMG Peat
Marwick LLP ("KPMG") as its independent accountant on February 6,
1998. KPMG's report on the Company's financial statements for the
years ended December 31, 1996 and 1995, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the Company's
Board of Directors. During KPMG's engagement with the Company,
there have been no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure which were not resolved to KPMG's
satisfaction. During KPMG's engagement with the Company, there
have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K issued under the Securities Act of 1933, as
amended).
(b) As of February 6, 1998, Arthur Andersen LLP has been engaged by
the Company as its principal accountants to audit the Company's
financial statements beginning with the financial statements for
the year ended December 31, 1997. The Company has not consulted
Arthur Andersen LLP prior to its engagement regarding the
application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might
be rendered on the Company's financial statements or any matter
that was either the subject of a disagreement with KPMG or a
reportable event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are furnished as a part of this
Report. Exhibit numbers refer to Item 601 of Regulation S-K.
16 - Letter from KPMG Peat Marwick LLP.
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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.
MGC COMMUNICATIONS, INC.
February 6, 1998 By: /s/ Nield J. Montgomery
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Nield J. Montgomery
President and Chief Executive Officer
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EXHIBIT 16
Peat Marwick LLP
2300 West Sahara Avenue
Suite 300, Box 28
Las Vegas, NV 89102
February 9, 1998
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for MGC Communications, Inc. and under
the date of August 18, 1997 we reported on the financial statements of MGC
Communications, Inc. (a development stage company) as of December 31, 1996 and
1995 and for the period October 16, 1995 (inception) through December 31,
1996. On February 6, 1998 our appointment as principal accountants was
terminated. We have read statements included under Item 4(a) of its Form 8-K
dated February 6, 1998 and we agree with such statements.
Very truly yours,
KPMG Peat Marwick LLP
