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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: June 25, 1997
Date of Earliest Event Reported: November 1, 1996
TCI PACIFIC COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
State of Delaware
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(State or other jurisdiction of incorporation)
1-9554 04-2980402
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(Commission File Number) (I.R.S. Employer Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
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Item 4. Changes in Registrant's Certifying Accountant.
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Due to the acquisition of the Company by TCI Communications,
Inc. ("TCIC"), effective November 1, 1996, the Company
dismissed Price Waterhouse LLP ("Price Waterhouse") as its
independent accountants. Simultaneously, the Company
engaged KPMG Peat Marwick LLP, the independent accountants
of TCIC, to be its new independent accountants. Such change
in independent accountants was not specifically approved by
the Company's Board of Directors.
The reports of Price Waterhouse on the financial statements
of the Company for the seven months ended July 31, 1996 and
for the fiscal years ended December 31, 1995 and 1994
contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit
scope or accounting principle. In connection with its
audits for the fiscal years ended December 31, 1995 and 1994
and through November 1, 1996 there were no disagreements
with Price Waterhouse on any matter of accounting principles
or practices, financial statement disclosures, or auditing
scope or procedure, which disagreements if not resolved to
the satisfaction of Price Waterhouse would have caused them
to make reference thereto in their report on the financial
statements for such periods.
Item 7. Exhibit
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(16) Letter re change in certifying accountant.
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SIGNATURES
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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.
Date: June 25, 1997
TCI PACIFIC COMMUNICATIONS,INC.
(Registrant)
By:/s/ Stephen M. Brett
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Stephen M. Brett
Senior Vice President
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EXHIBIT INDEX
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The following exhibit is filed herewith (according to the number
assigned to it in Item 601 of Regulation S-K) as noted:
(16) Letter re change in certifying accountant.
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Exhibit 16
June 25, 1997
Securities and Exchange Commision
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
TCI PACIFIC COMMUNICATIONS, INC.
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We have read Item 4 of TCI Pacific Communications, Inc.'s Form 8-
K dated June 25, 1997 and are in agreement with the first
sentence of the first paragraph and the second paragraph therein.
Yours very truly,
Price Waterhouse LLP