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
November 3, 1995 Commission File Number
(Date of earliest event reported) 0-12993
TELS CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0373840
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
406 West So. Jordan Pkwy., Ste. 250, South Jordan, Utah 84095
(Address of principal executive offices)
(801) 571-1182
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On November 2, 1995, TELS Corporation
dismissed Price Waterhouse LLP as its independent
accountants.
(ii) Price Waterhouse LLP did not perform auditing
services on the consolidated financial statements for
TELS Corporation and subsidiaries for the year
ended December 31, 1995.
(iii) The Registrant's Audit Committee of the Board
of Directors participated in and approved the decision
to change independent accountants.
(iv) In connection with the services provided by
Price Waterhouse LLP for the period May 4, 1995 to
November 2, 1995, there have been no disagreements
with Price Waterhouse LLP 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
Price Waterhouse LLP would have caused them to
make reference thereto in their report on the
financial statements for such years.
(v) The Registrant has requested that Price
Waterhouse LLP furnish it with a letter addressed to
the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated
November 3, 1995, is filed as Exhibit 16 to this Form
8-K.
(b) New independent accountants.
(i) The Registrant engaged Coopers & Lybrand LLP
as its new independent accountants as of November
2, 1995. During the two most recent fiscal years and
through November 2, 1995, the Registrant has not
consulted with Coppers & Lybrand LLP on items
which (1) were or should have been subject to SAS 50
or (2) concerned the subject matter of a disagreement
or reportable event with the former auditor (as
described in Regulation S-K Item 304(a) (2)).
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.
TELS Corporation
(Registrant)
Date: November 3, 1995 By: /s/Willard H. Gardner
Willard H. Gardner
Secretary
Date: November 3, 1995 By: /s/ Steven M. Nelson
Stephen M. Nelson
Exec. Vice President and
Chief Financial Officer
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TELS Corporation
Item 7. Exhibits
Exhibit 16 - Letter on changes in Certifying Accountant
(THIS SPACE INTENTIONALLY LEFT BLANK)
<PAGE>
November 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
TELS Corporation
We have read item 4 of TELS Corporation's Form 8-k dated
November 3, 1995 and are in agreement with the statements
contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
