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UNITED STATES
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): July 16, 1999
Triton PCS, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 23-2930873
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
375 Technology Drive
Malvern, PA 19355
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 651-5900
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Item 4. Changes in Registrant's Certifying Accountants
KPMG LLP (KPMG) was previously engaged as the principal accountants to
audit the financial statements of Triton PCS, Inc. (the "Registrant").
On July 16, 1999, KPMG's appointment as principal accountants was
terminated and PricewaterhouseCoopers LLP was engaged as principal
accountants to audit the financial statements of the Registrant. The
decision to change accountants was made by the Registrant and approved
by the audit committee, as representatives of the board of directors,
of Triton PCS Holdings, Inc., the Registrant's stockholder.
During the Registrant's two most recent fiscal years ended December
31, 1998, and the subsequent interim period through July 16, 1999,
there were no disagreements between the Registrant and KPMG on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused KPMG to make
reference in connection with their opinion to the subject matter of
the disagreement.
None of the "reportable events" described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Registrant's two most recent fiscal
years and the subsequent interim period through July 16, 1999.
The audit reports of KPMG on the consolidated financial statements of
Triton PCS, Inc., and subsidiaries as of and for the fiscal years
ended December 31, 1998 and 1997, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. A letter from
KPMG is attached as Exhibit 16.1.
During the Registrant's two most recent fiscal years ended December
31, 1998 and 1997, and the subsequent interim period through July 16,
1999, the Registrant did not consult with PricewaterhouseCoopers LLP
regarding any of the matters or events set forth in Item 304 (a)(2)(i)
and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
16.1 Letter of KPMG regarding change in certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Triton PCS,
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Triton PCS, Inc.
By: /s/ David D. Clark
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David D. Clark
Senior Vice President and Chief Financial Officer
Dated: July 22, 1999
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EXHIBIT 16.1
July 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Triton PCS, Inc. and, under
the date of March 8, 1999, we reported on the consolidated financial
statements of Triton PCS, Inc. and subsidiaries as of December 31, 1997 and
1998 and for the period from March 6, 1997 (inception) to December 31, 1997
and for year ended December 31, 1998. On July 16, 1999, our appointment as
principal accountants was terminated. We have read Triton PCS, Inc.'s
statements included under item 4 of its 8-K dated July 22, 1999, and we
agree with such statements, except that we are not in a position to agree
or disagree with Triton PCS Inc.'s statement that the change was approved
by the audit committee, as representatives of the Board of Directors of the
Registrant nor are we in a position to agree or disagree with Triton PCS,
Inc.'s statement that PricewaterhouseCoopers LLP was not consulted
regarding any of the matters or events set forth in item 304(a)(2)(i) and
(ii) of regulation S-K during the two most recent fiscal years ended
December 31, 1998.
Very truly yours,
/s/ KPMG LLP
