UNITED STATES
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: August 9, 1999
AirTouch Communications, Inc.
Delaware 1-12342 94-3213132
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One California Street, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 658-2000
<PAGE>
Item 4. Change in Registrant's Certifying Accountant
(a)(i) As a result of the Company's merger with Vodafone Group Plc (now called
Vodafone AirTouch Plc), the Company has terminated the engagement of
PricewaterhouseCoopers LLP as the Company's independent accountants
effective August 9, 1999.
(ii) The reports of PricewaterhouseCoopers LLP on the Company's
consolidated financial statements for each of the two fiscal years
ended December 31, 1998, contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit
scope, or accounting principle.
(iii) The decision to change independent accountants was approved by
the Board of Directors.
(iv) During the Company's two most recent fiscal years and through
August 9, 1999, the Company has had no disagreements with
PricewaterhouseCoopers LLP in connection with its audits 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 PricewaterhouseCoopers LLP would have caused
them to make reference thereto in their report on the consolidated
financial statements of the Company for such years.
(v) During the Company's two most recent fiscal years and through
August 9, 1999, the Company has had no reportable events as defined in
Item 304 (1) (v) of Regulation S-K.
(vi) The Company has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of such
letter, dated August 16, 1999, is filed as Exhibit 16 to this Form 8-K.
(b) The Company is a subsidiary of Vodafone AirTouch Plc. Deloitte & Touche
are the independent accountants for Vodafone AirTouch Plc and its
consolidated entities and accordingly became the independent
accountants for the Company effective August 9, 1999.
During the Company's two most recent fiscal years ended December 31,
1998 and through August 9, 1999, the Company has not consulted with
Deloitte & Touche regarding any of the matters specified in Item
304(a)(2) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
<PAGE>
(c) Exhibits.
16. Letter of PricewaterhouseCoopers LLP
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Megan W. Pierson
-------------------------------------
Megan W. Pierson
Vice President, General Counsel and Secretary
Date: August 16, 1999
Exhibit 16
August 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Commissioners:
We have read the statements made by AirTouch Communications, Inc. (copy
attached) which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated August 16,
1999. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
<PAGE>
Attachment to letter of PricewaterhouseCoopers LLP
Item 4. Change in Registrant's Certifying Accountant
(a)(i) As a result of the Company's merger with Vodafone Group Plc (now called
Vodafone AirTouch Plc), the Company has terminated the engagement of
PricewaterhouseCoopers LLP as the Company's independent accountants
effective August 9, 1999.
(ii) The reports of PricewaterhouseCoopers LLP on the Company's
consolidated financial statements for each of the two fiscal years
ended December 31, 1998, contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit
scope, or accounting principle.
(iii) The decision to change independent accountants was approved by
the Board of Directors.
(iv) During the Company's two most recent fiscal years and through
August 9, 1999, the Company has had no disagreements with
PricewaterhouseCoopers LLP in connection with its audits 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 PricewaterhouseCoopers LLP would have caused
them to make reference thereto in their report on the consolidated
financial statements of the Company for such years.
(v) During the Company's two most recent fiscal years and through
August 9, 1999, the Company has had no reportable events as defined in
Item 304 (1) (v) of Regulation S-K.
(vi) The Company has requested that PricewaterhouesCoopers LLP furnish
it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of such
letter, dated August 16, 1999, is filed as Exhibit 16 to this Form 8-K.
