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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K/A
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 7, 1995 1-8309
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(Date of earliest report) (Commission File Number)
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-2991700
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
45 Rockefeller Plaza, Suite 3201, New York, New York 10020
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(Address of Principal Executive Offices)(Zip Code)
(212) 757-5600
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(Registrant's telephone number, including area code)
Not Applicable
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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.
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 uncertain audit scope or accounting
principles.
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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).
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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 trhe
undersigned hereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
Date: March 29, 1995 /s/ Robert Price
________________________________
Robert Price
Chief Executive Officer,
President and Director
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EXHIBIT INDEX
(16) Letter re Change in Certifying Accountants (to be
filed by Amendment)
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KPMG PEAT MARWICK LLP
345 Park Avenue Telephone 212 758 9700 Telefax 212 758 9819
New York, NY 10154 Telex 666890
March 22, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for Price Communications Corporation
and under date of January 20, 1995, we reported on the consolidated financial
statements of Price Communications Corporation and subsidiaries as of and for
the year ended December 31, 1994. On March 7, 1995, we resigned. We have read
Price Communications Corporation's statements included under Item 4 of its Form
8-K dated March 14, 1995, and we agree that there were no substantive
disagreements with Price Communications Corporation. We are not in a position
to agree or disagree with Price Communications Corporation's statements
regarding its management's beliefs or its statement with regard to information
or advice given to its Board. We were never requested to resign, nor were we
fired.
Very truly yours,
KPMG Peat Marwick LLP
