<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) December 3, 1996
----------------
PIEDMONT MINING COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
North Carolina 0-16436 56-1378516
- -------------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
4101-G Stuart Andrew Boulevard, Charlotte, North Carolina 28217
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 523-6866
----------------------------
Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 6 Pages
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Price Waterhouse LLP has served as the Registrant's
independent accountant to audit the financial statements of the Registrant and
its subsidiaries for each of the two most recent fiscal years ended December
31, 1995 and December 31, 1994 and for prior fiscal years. At the 1996 Annual
Meeting of Shareholders, the Board of Directors did not submit a recommendation
for shareholder approval of the selection of independent accountants to audit
the Registrant's financial statements for the fiscal year ending December 31,
1996, stating that the Board of Directors would make such selection at a later
time, but Price Waterhouse LLP has continued to provide accounting services to
the Registrant through December 3, 1996. On December 3, 1996, Price Waterhouse
LLP notified the Registrant that it was resigning from its engagement as the
Registrant's independent accountant and that it declined to be considered for
service as the Registrant's independent accountants to audit the financial
statements of the Registrant for the fiscal year ending December 31, 1996.
Price Waterhouse LLP's report on the financial statements of the
Registrant and its subsidiaries for the year ended December 31, 1995 dated
April 4, 1996 contained explanatory paragraphs describing the operating status
of the Registrant and certain factors which raised substantial doubt as to the
ability of the Registrant to continue as a going concern, but contained no
adverse opinion or disclaimer of opinion and was not otherwise qualified or
modified as to uncertainty, audit scope or accounting principles. Price
Waterhouse LLP's report on the financial statements of the Registrant for the
fiscal year ended December 31, 1994 dated March 17, 1995 included explanatory
paragraphs describing an uncertainty associated with a claim asserted against
the Registrant and a change in accounting for income taxes in 1994 but did not
contain an adverse opinion or a disclaimer of opinion and was not otherwise
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits for the Registrant's two most recent
fiscal years ended December 31, 1995 through December 3, 1996, (1) there were
no disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreement(s), if not resolved to the satisfaction of Price
Waterhouse LLP, would have caused it to make reference to the subject matter of
the disagreement(s) in its report on the Registrant's financial statements for
such years, and (2) no "reportable event" (as defined in Item 304(a)(1)(iv) of
Regulation S-B) occurred.
The Registrant has provided Price Waterhouse LLP with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission. A letter from Price Waterhouse LLP addressed to the Securities and
Exchange Commission indicating its agreement with the statements made by the
Registrant in this Current Report on Form 8-K is filed herewith as Exhibit 16
to this Report.
Page 2 of 6 Pages
<PAGE> 3
(b) The Board of Directors has not yet selected a firm to replace
Price Waterhouse LLP as independent accountants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16 Letter from Price Waterhouse LLP regarding
resignation of certifying accountant.
Page 3 of 6 Pages
<PAGE> 4
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.
PIEDMONT MINING COMPANY, INC.
By: Robert M. Shields, Jr. /s/
------------------------------------
Robert M. Shields, Jr.
Chairman of the Board, Chief
Executive Officer and Treasurer
Dated: December 6, 1996
Page 4 of 6 Pages
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
December 3, 1996 0-16436
PIEDMONT MINING COMPANY, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No Exhibit Description
- ---------- -------------------
<S> <C>
16 Letter of Price Waterhouse LLP dated December 3, 1996
regarding resignation of certifying accountant (Page 6 of the
sequentially numbered pages).
</TABLE>
Page 5 of 6 Pages
<PAGE> 1
EXHIBIT 16
[LETTERHEAD OF PRICE WATERHOUSE LLP]
December 3, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Piedmont Mining Company, Inc.
We have read Item 4 of Piedmont Mining Company's Form 8-K dated December 3,
1996 and are in agreement with the statements contained in item 4(a) therein.
Yours very truly,
Price Waterhouse LLP
Page 6 of 6 Pages
