AMERICOLD CORP /OR/
8-K, 1997-12-31
PUBLIC WAREHOUSING & STORAGE
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                       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)

                                December 23, 1997
- ----------------------------------------------------------------


                              AMERICOLD CORPORATION
             (Exact name of registrant as specified in its charter)





    OREGON                        33-12173                  93-0295215
- -------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File        (I.R.S. Employer
     of Incorporation)              Number)              Identification
                                                             Number)


7007 S.W. Cardinal Lane, Suite 135, Portland, Oregon         97224
- -------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code: (503) 624-8585



<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant.

     On December 23, 1997,  Americold  Corporation (the "Company") replaced KPMG
Peat  Marwick  LLP  ("KPMG")  and  engaged  Deloitte & Touche LLP ("D&T") as its
principal  accountant to audit the Company's financial statements as a result of
the  acquisition of the Company by Vornado  Realty Trust  ("Vornado") on October
31, 1997. D&T is the principal accountant for Vornado.

     KPMG's reports on the Company's  financial  statements for each of the past
two fiscal years did not contain an adverse  opinion or a disclaimer of opinion,
nor was either report  qualified or modified as to  uncertainty,  audit scope or
accounting principles. During the Company's two most recent fiscal years and the
subsequent  interim  period  preceding  the  date  of the  change  in  principal
accountant,  there were no  disagreements  with KPMG on any matter of accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure.  The  decision  to change  accountants  was neither  recommended  nor
approved by the Board of Directors of the Company or any committee thereof.


<PAGE>



                                   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.


                                     AMERICOLD CORPORATION



                                     By: /s/ Joel M. Smith
                                     ---------------------------
                                     Joel M. Smith,
                                     Senior Vice President and
                                     Chief Financial Officer




Date:  December 31, 1997


<PAGE>

                                  EXHIBIT INDEX


Exhibit                                                             Page No.
- -------                                                             --------

    (16)          Letter from KPMG Peat Marwick to the                 4
                  Company concerning the Company's
                  disclosure of its change in certifying
                  accountant









KPMG Peat Marwick LLP                             
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204



December 31, 1997

Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:

We were previously  principal  accountants for Americold  Corporation and, under
the date of May 2, 1997, we reported on the consolidated financial statements of
Americold  Corporation and subsidiary as of and for the years ended the last day
of February 1996,  and 1997. On December 23, 1997, our  appointment as principal
accountants  was  terminated.  We have read Americold  Corporation's  statements
included under Item 4 of its Form 8-K dated December 23, 1997, and we agree with
such statements.


Very truly yours,

/s/ KPMG Peat Marwick LLP






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