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/ Stephen 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)
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November 3, 1995
Blake L. Measom, CPA
Coopers & Lybrand
Beneficial Life Tower
36 South State Street
Suite 1700
Salt Lake City, UT 84111
Dear Mr. Measom:
Congratulations! Your firm, Coopers & Lybrand LLP, has been chosen
to conduct TELS Corporation's 1995 independent audit.
We look forward to the opportunity of working with you this year and
ask that you contact Stephen M. Nelson, Chief Financial Officer and
Executive Vice President, to obtain the necessary schedules and details
that you will need.
Thanks for your cooperation and, again, congratulations!
Sincerely,
Willard H. Gardner
Chairman of the Audit Committee
WG:mr
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November 3, 1995
Kent M. Bowman
Arthur Anderson & Co, SC
36 South State Street
Suite 1260
Salt Lake City, UT 84111
Dear Mr. Bowman:
Thank you for submitting an audit proposal and for your interest in
TELS Corporation.
The Audit Committee met and, after considerable thought and
deliberation, another firm was selected to handle our audit.
We appreciate your cooperation and the time you spent discussing your
firm with us.
Sincerely,
Willard H. Gardner
Chairman of the Audit Committee
WG:mr
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