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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 13, 1999
HIGHWAYMASTER COMMUNICATIONS, INC.
(Exact name of Company as specified in charter)
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<S> <C> <C>
Delaware 000-26140 51-0352879
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1155 Kas Drive
Richardson, Texas 75081
(Address of principal executive offices)
(972) 301-2000
(Company's telephone number, including area code)
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ITEM 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT.
HighwayMaster Communications, Inc. (the "Company") has dismissed its
independent auditors, PricewaterhouseCoopers LLP, effective as October 13,
1999. The Audit Committee of the Company's Board of Directors recommended this
action to the Company's Board of Directors who subsequently approved this
action. The reports of PricewaterhouseCoopers LLP on the Company's financial
statements for the fiscal years ended December 31, 1998 (the "1998 fiscal
year") and December 31, 1997 (the "1997 fiscal year") did not contain any
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the 1997 fiscal
year, the 1998 fiscal year and the period since the end of the 1998 fiscal
year, there were no disagreements between the Company and
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers
LLP, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports. In addition, during the 1997
fiscal year, the 1998 fiscal year and the period since the end of the 1998
fiscal year, there were no "reportable events" within the meaning of Item
304(a)(1)(v) of Regulation S-K under the Securities Act of 1933, as amended.
The Company has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated October 20, 1999, is filed as Exhibit
16 to this Form 8-K.
The Company engaged Arthur Andersen LLP as its new independent accountants as
of October 13, 1999. During the 1997 fiscal year, the 1998 fiscal year and the
period since the end of the 1998 fiscal year, the Company has not consulted
with Arthur Andersen LLP regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the Company nor was
oral advice provided that Arthur Andersen LLP concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of
a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16-- Letter regarding change in certifying accountant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
HIGHWAYMASTER COMMUNICATIONS, INC.
Date: October 20, 1999 By: /s/ Jana Bell
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Jana Ahlfinger Bell
President and
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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16 Letter regarding change in certifying accountant.
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
October 20, 1999
We have read the statements made by HighwayMaster 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 October 13,
1999. We agree with the statements concerning our Firm in such Form 8-K.
Yours very truly,
PricewaterhouseCoopers LLP
