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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A #1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 1996
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Polish Telephones and Microwave Corporation
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(Exact name of registrant as specified in its Charter)
Texas 0-24622 75-2433637
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4635 Southwest Freeway, Suite 800, Houston, Texas 77027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 968-0968
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433 East Las Colinas Boulevard, Suite 815, Irving, Texas 75039
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 28, 1996, the Board of Directors of Polish Telephones and Microwave
Corporation (the "Company") determined not to retain the firm of Hoffman,
McBryde & Co., P.C., ("Hoffman, McBryde") as the Company's independent
auditors for the fiscal year ended December 31, 1996. The decision to change
accountants was approved by the Audit Committee of the Company's Board of
Directors.
The auditors' report of Hoffman, McBryde on the consolidated financial
statements of the Company for the past two fiscal years ended December 31,
did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the past two fiscal years, including the period subsequent to
December 31, 1995, there were no disagreements at the decision making level
(i.e. between personnel of the Company responsible for presentation of its
financial statements and personnel of Hoffman, McBryde responsible for
rendering its reports) with Hoffman, McBryde on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure, which disagreements, if not resolved to the satisfaction of
Hoffman, McBryde to make reference to the subject matter of the
disagreements in connection with its reports.
Also, during the past two fiscal years, including the period subsequent to
December 31, 1995, Hoffman, McBryde did not advise the Company: (a) that it
questioned (i) the existence of the internal controls necessary for the
Company to develop reliable financial statements, (ii) the reliability of
management's representations or the reliability of the financial statements
prepared by management; (b) of the need to expand significantly the scope of
its audit; or (c) that information had come to its attention that if
further investigated might materially impact (i) the fairness or reliability
of previous or current audit reports or financial statements or (ii) cause
Hoffman, McBryde to be unwilling to rely on management's representations or
to be associated with the Company's financial statements.
The Company provided Hoffman, McBryde with a copy of this Current Report on
Form 8-K and has requested Hoffman, McBryde furnish the Company with a letter
addressed to the Securities and Exchange Commission ("Commission") stating
whether it agrees with the statements made by the Company hereinabove and,
if not, stating the respects in which it does not agree. The Company is
hereby filing Hoffman, McBryde's letter as an exhibit to this report.
The Board of Directors of the Company has engage BDO Seidman, LLP, as the
Company's independent auditors, with respect to the fiscal year ended
December 31, 1996. During the two fiscal years ended December 31, 1995, the
Company did not consult with BDO Seidman, LLP regarding the application of
accounting principles to a specified transaction, or the type of audit
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opinion that might be rendered on the Company's financial statements, or
any matter that was the subject of a disagreement with the Company's former
auditors or a reportable event, as such terms are defined in Item 304(a)(1)
of Regulation S-B under the Securities Act of 1933.
The Company has provided BDO Seidman, LLP with a copy of this Current Report
on Form 8-K and has requested that BDO Seidman, LLP review such report
before it is filed with the Commission; the Company has provided BDO Seidman,
LLP the opportunity to furnish the Company with a letter addressed to the
Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 4(b) of Form 8-K. The
Company will file any such letter by amendment to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
(1.1) Letter of Hoffman, McBryde
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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 hereunto duly authorized.
Polish Telephones and Microwave Corporation
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(Registrant)
Dated: 11/06/96 By: /s/ E. Scott Crist
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E. Scott Crist
President and Chief Executive Officer
Dated: 11/06/96 By: /s/ Mark Vance
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Mark Vance
Executive Vice President and
Chief Financial Officer
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HOFFMAN, McBRYDE & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
DALLAS, TEXAS
Securities and Exchange Commission
450 5th Street, N. W.
Washington, D. C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of Polish
Telephones and Microwave Corporation dated October 28, 1996.
/s/ Hoffman, McBryde & Co., P.C.
October 28, 1996
