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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 25, 1999
AM COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-9856 23-1922958
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(State or other jurisdiction (Commission File No.) I.R.S. Employer Identification No.
of incorporation or
organization)
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100 Commerce Boulevard, Quakertown, PA 18951-2237
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code: 215-538-8700
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The registrant amends its current report on Form 8-K dated October
11, 1999 to read in its entirety as follows:
Item 4: Changes in Registrant's Certifying Accountant.
KPMG LLP was previously the independent certified public accountant
engaged by the Registrant as its principal accountant to audit the Registrant's
financial statements. On October 11, 1999, such firm resigned. The decision to
change accountants was not recommended by the Registrant's Board of Directors or
Audit Committee.
The former accountant's reports on the Registrant's financial
statements for the two fiscal years ended April 3, 1999 did not contain an
adverse opinion or a disclaimer of opinion, nor was either report qualified as
to uncertainty, audit scope or accounting principles. During the Registrant's
two most recent fiscal years and subsequent interim periods through the date of
resignation, there were no disagreements with the former accountant 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 the former accountant, would have caused them to make reference
to the subject matter of the disagreements in connection with their opinions
Item 7: Financial Statements and Exhibits.
Exhibit 16.1: Letter of KPMG LLP.
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 thereunto duly authorized.
AM COMMUNICATIONS, INC.
(Registrant)
Date: October 25, 1999 By: /s/ Keith D. Schneck
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Keith D. Schneck
President
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October 25, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington DC 20549
Ladies and Gentlemen:
We were previously principal accountants for AM Communications, Inc.
and, under the date of June 30, 1999, we reported on the financial statements of
AM Communications, Inc. as of and for the years ended April 3, 1999 and March
28, 1998. On October 11, 1999 we resigned as principal accountants. We have read
AM Communications, Inc.'s statements included under Item 4 of its Form 8-K dated
October 14, 1999, as amended on October 25, 1999, and we agree with such
statements, except that we are not in a position to agree or disagree with AM
Communications, Inc.'s statement that the change was not recommended by the
Board of Directors or Audit Committee.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP
