<PAGE> 1
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) August 17, 1999
PRIME HOSPITALITY CORP.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE NO. 1-6869
DELAWARE 22-2640625
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
700 ROUTE 46 EAST, FAIRFIELD, NEW JERSEY 07004
(address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)882-1010
<PAGE> 2
ITEM 4. CHANGES IN THE COMPANY'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Accountants
(i) Prime Hospitality Corp. (the "Company") advised
representatives of Arthur Andersen LLP ("Arthur Andersen") that their firm would
no longer be engaged as the independent accountants to audit the Company's
financial statements for the fiscal year ending December 31, 1999 and terminated
the relationship effective August 17, 1999.
(ii) Arthur Andersen's reports on the financial statements for
the past two fiscal years of the Company did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The decision to change the accountants was recommended
by the Company's management and separately approved by the Audit Committee of
the Board of Directors and the Board of Directors of the Company.
(iv) In connection with its audits for the two most recent
fiscal years ended December 31, 1997 and 1998 and through August 17, 1999, there
have been no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreement, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make a reference to the subject matter of the
disagreement in connection with its report on the financial statements for each
years or interim periods.
(v) During the Company's two most recent fiscal years, and
during the subsequent interim periods, no "reportable events" (as described in
Item 304 (a) (1) (v) of Regulation S-K) have occurred.
(vi) The Company has requested that Arthur Andersen furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not Arthur Andersen agrees with the statements made by the Company
above in response to Item 304 of Regulation S-K. A copy of such letter, dated
August 17, 1999, is included as Exhibit 16 to this Form 8-K.
(b) New Independent Accountants
(i) The Company engaged Ernst & Young LLP as its new
independent accountants effective August 17, 1999. During the two most recent
fiscal years and through August 17, 1999, the Company has not consulted with
Ernst & Young LLP concerning the Company's financial statements, including the
application of accounting principles to a specified transaction (proposed or
completed) or the type of audit opinion that might be rendered on the Company's
financial statements or any matter that was either the subject of a
"disagreement" or "reportable event" (as such terms are defined in Item 304 of
Regulation S-K) with the previous independent accountants.
-1-
<PAGE> 3
EXHIBIT NO. DESCRIPTION
16 Letter dated August 18, 1999 from Arthur Andersen LLP related
to the change in certifying accountants.
-2-
<PAGE> 1
ARTHUR ANDERSEN
Arthur Andersen LLP
101 Eisenhower Parkway
Roseland, NJ 07068-1099
973 403 6100
August 18, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements made by Prime Hospitality Corp. (Prime) in the Form
8-K to be filed by Prime to report (pursuant to Item 4 of Form 8-K) the change
in its certifying accountant. We agree with the statements made by Prime
regarding our firm.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to:
Mr. Douglas Vicari, Senior Vice President and CFO, Prime Hospitality Corp.
-3-
<PAGE> 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 thereunto duly authorized.
PRIME HOSPITALITY CORP.
Date: August 24, 1999 By: /s/ A.F. Petrocelli
-------------------------------------
A.F. Petrocelli
President and Chief Executive Officer
Date: August 24, 1999 By: /s/ Douglas Vicari
-------------------------------------
Douglas Vicari
Senior Vice President and Chief
Financial Officer
-4-
