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
Date of Report (Date of earliest event reported):
October 26, 1999
PRIME CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-14888 36-3347311
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
O'Hare International Center, 10275 W. Higgins Rd.,
Rosemont, IL 60018-3890
(Address of principal executive offices, including zip code)
(847) 294-6000
(Registrant's telephone number)
Item 4. Changes in Registrant's Certifying Accountant.
KPMG LLP ("KPMG") has served as the independent accountants for
Prime Capital Corporation (the "Company") since the Company's initial
public offering in 1986. As of October 26, 1999, KPMG has resigned as
the Company's accountants.
The audit reports of KPMG on the consolidated financial statements of
the Company as of and for the years ended December 31, 1997 and 1998,
did not contain any adverse opinion or disclaimer of opinion, and they
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with the audits as of and for the years ended December 31,\
1997 and 1998 and the subsequent interim period through June 30, 1999,
there were no disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or audit scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
them to make reference to the subject matter of the disagreement in connection
with their report.
KPMG did, however, bring to the attention of the Company the existence
of certain unreconcilable differences between the account detail and the
general ledger and information included in the account detail which could
not be substantiated. Many of these differences relate to transactions
that occurred in prior years. An adjustment to the consolidated financial
statements was not required by KPMG.
Except as described in the preceding paragraph, during the two most
recent fiscal years and the subsequent interim period, the Company has
not been advised by KPMG of any of the reportable events listed in Item
304(a)(1)(iv)(A) through (D) of Regulation S-B.
The Company has requested that KPMG furnish it with a letter, addressed
to the Securities and Exchange Commission, stating whether it agrees with the
statements made by the Company in response to this Item 4 and, if not,
stating the respects in which it does not agree.
SIGNATURE
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.
Date: November 1, 1999 PRIME CAPITAL CORPORATION
/s/ Vern Landeck
Vern Landeck, Chief Financial Officer
Vern Landeck is the Principal Financial
and Accounting Officer and has been duly
authorized to sign on behalf of the Registrant
/s/ James A. Friedman
James A. Friedman, Chief Executive Officer
