PRICE COMMUNICATIONS CORP
8-K, 1995-03-15
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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<PAGE>   1


                                 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


     MARCH 7, 1995                                             1-8309 
- -------------------------                             ----------------------
(Date of earliest report)                            (Commission File Number)


                        PRICE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)



          NEW YORK                                        13-2991700
- ---------------------------------                   ----------------------
(State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                  Identification Number)



       45 ROCKEFELLER PLAZA, SUITE 3201, NEW YORK, NEW YORK 10020
       ----------------------------------------------------------  
           (Address of Principal Executive Offices)(Zip Code)



                               (212) 757-5600 
               --------------------------------------------------
              (Registrant's telephone number, including area code)



                                NOT APPLICABLE 
          -----------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>   2


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On March 7, 1995, the Registrant severed its relationship with KPMG Peat Marwick
LLP ("KPMG") as Registrant's principal accountant responsible for the audit of
Registrant's financial statements. The Board has been advised that KPMG would be
given the opportunity to resign (as they did) or alternatively be fired.
Management will seek ratification at the next Board meeting. Management of the
Registrant believes that there are no substantive disagreements with KPMG, but
does cite their lack of attentiveness on a number of specific occasions.
Management of Registrant believes that it would be best to seek independent
auditors who will devote more time and respond in a more expeditious fashion to
the Registrant's concerns to insure compliance with applicable rules and
regulations. Registrant reserves the right to amend this 8-K with additional
information with regard to the lack of attentiveness, if so desired. KPMG's
report on the Registrant's consolidated financial statements for the year ending
December 31, 1994 does not contain an adverse opinion or a disclaimer of opinion
or modification or qualification as to uncertainty of audit scope or accounting
principles.
<PAGE>   3


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)     Not applicable

         (b)     Not applicable

         (c)     The following documents are furnished as Exhibits to this
                 Current Report on Form 8-K pursuant to Item 601 of Regulation 
                 S-K:

                 (16)     Letter re Change in Certifying Accountants (to be
                          filed by Amendment).
<PAGE>   4


                                   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 hereunto duly authorized.

                                        PRICE COMMUNICATIONS CORPORATION


Date:    March 14, 1995                 /s/ ROBERT PRICE
                                        ---------------------------------
                                        Robert Price
                                        Chief Executive Officer,
                                        President and Director
 


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