-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ti/jt0o/tynW/rc2W+5g2quPCEJ6sxr+sg9WHKjxq4ORQgPsLLoU6ndwF+DSAkoq hm0uRG0KQXDLP25pXXfwUA== 0000950123-99-007941.txt : 19990825 0000950123-99-007941.hdr.sgml : 19990825 ACCESSION NUMBER: 0000950123-99-007941 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990817 ITEM INFORMATION: FILED AS OF DATE: 19990824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIME HOSPITALITY CORP CENTRAL INDEX KEY: 0000080293 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 222640625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06869 FILM NUMBER: 99698150 BUSINESS ADDRESS: STREET 1: 700 RTE 46 E CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738821010 MAIL ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: PRIME MOTOR INNS INC DATE OF NAME CHANGE: 19920609 FORMER COMPANY: FORMER CONFORMED NAME: PRIME EQUITIES INC DATE OF NAME CHANGE: 19731120 8-K 1 PRIME HOSPITALITY CORP. 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) August 17, 1999 PRIME HOSPITALITY CORP. (Exact name of Registrant as specified in its charter) COMMISSION FILE NO. 1-6869 DELAWARE 22-2640625 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 700 ROUTE 46 EAST, FAIRFIELD, NEW JERSEY 07004 (address of principal executive offices) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)882-1010 2 ITEM 4. CHANGES IN THE COMPANY'S CERTIFYING ACCOUNTANTS (a) Previous Independent Accountants (i) Prime Hospitality Corp. (the "Company") advised representatives of Arthur Andersen LLP ("Arthur Andersen") that their firm would no longer be engaged as the independent accountants to audit the Company's financial statements for the fiscal year ending December 31, 1999 and terminated the relationship effective August 17, 1999. (ii) Arthur Andersen's reports on the financial statements for the past two fiscal years of the Company did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to change the accountants was recommended by the Company's management and separately approved by the Audit Committee of the Board of Directors and the Board of Directors of the Company. (iv) In connection with its audits for the two most recent fiscal years ended December 31, 1997 and 1998 and through August 17, 1999, there have been no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreement, if not resolved to the satisfaction of Arthur Andersen, would have caused it to make a reference to the subject matter of the disagreement in connection with its report on the financial statements for each years or interim periods. (v) During the Company's two most recent fiscal years, and during the subsequent interim periods, no "reportable events" (as described in Item 304 (a) (1) (v) of Regulation S-K) have occurred. (vi) The Company has requested that Arthur Andersen furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Arthur Andersen agrees with the statements made by the Company above in response to Item 304 of Regulation S-K. A copy of such letter, dated August 17, 1999, is included as Exhibit 16 to this Form 8-K. (b) New Independent Accountants (i) The Company engaged Ernst & Young LLP as its new independent accountants effective August 17, 1999. During the two most recent fiscal years and through August 17, 1999, the Company has not consulted with Ernst & Young LLP concerning the Company's financial statements, including the application of accounting principles to a specified transaction (proposed or completed) or the type of audit opinion that might be rendered on the Company's financial statements or any matter that was either the subject of a "disagreement" or "reportable event" (as such terms are defined in Item 304 of Regulation S-K) with the previous independent accountants. -1- 3 EXHIBIT NO. DESCRIPTION 16 Letter dated August 18, 1999 from Arthur Andersen LLP related to the change in certifying accountants. -2- EX-16 2 LETTER RE: CHANGE IN ACCOUNTANTS 1 ARTHUR ANDERSEN Arthur Andersen LLP 101 Eisenhower Parkway Roseland, NJ 07068-1099 973 403 6100 August 18, 1999 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made by Prime Hospitality Corp. (Prime) in the Form 8-K to be filed by Prime to report (pursuant to Item 4 of Form 8-K) the change in its certifying accountant. We agree with the statements made by Prime regarding our firm. Very truly yours, ARTHUR ANDERSEN LLP Copy to: Mr. Douglas Vicari, Senior Vice President and CFO, Prime Hospitality Corp. -3- 2 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. PRIME HOSPITALITY CORP. Date: August 24, 1999 By: /s/ A.F. Petrocelli ------------------------------------- A.F. Petrocelli President and Chief Executive Officer Date: August 24, 1999 By: /s/ Douglas Vicari ------------------------------------- Douglas Vicari Senior Vice President and Chief Financial Officer -4- -----END PRIVACY-ENHANCED MESSAGE-----