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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) June 20, 1997
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APPLEWOODS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-98282-NY 13-3859709
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Formation)
274 Riverside Avenue, Westport, Connecticut 06881
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 227-4912
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(Former name or former address, if changes since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants:
(i) Price Waterhouse LLP ("Price Waterhouse") by the
letter dated June 20, 1997 was dismissed as the
independent accountants for the Registrant.
(ii) The report of Price Waterhouse on the financial
statements of the Registrant for the past fiscal year
contains no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The Registrant's Audit Committee approved the
dismissal of Price Waterhouse.
(iv) For the most recent fiscal year and through June 20,
1997, there have been no disagreements between the
Registrant and Price Waterhouse on any matter of
accounting principles or practices, financial
statement disclosure, or auditing scope or procedure,
which would have caused Price Waterhouse to make a
reference thereto in its report on the Registrant's
financial statements for such period.
(v) During the two most recent fiscal years and through
June 20, 1997, there have been no reportable events
(as defined in Regulation S-K, Item 304(a)(1)(v)).
The Registrant has requested that Price Waterhouse furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Price
Waterhouse agrees with the above statements. A copy of such letter has been
filed as Exhibit (a) to this Form 8-K.
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(b) New Independent Accountants:
(i) The Registrant engaged Ernst & Young ("E&Y"), as its
new independent accountants as of June 20, 1997.
Prior to such date, the Registrant did not consult
with E&Y regarding (i) the application of accounting
principles, (ii) the type of audit opinion that might
be rendered by E&Y, or (iii) any other matter that
was the subject of a disagreement between the
Registrant and its auditor (as defined in Item
304(a)(1)(iv) of Regulation S-K) or a reportable
event (as described in Item 304(a) (1)(v) of
Regulation S-K).
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Document
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(a) Letter from Price Waterhouse LLP dated June 24, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
APPLEWOODS, INC.
By: /s/ David Knight
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David Knight
Chief Financial Officer
Dated: June 24, 1997
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[LETTERHEAD]
PRICE WATERHOUSE LLP [LOGO]
June 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Applewoods, Inc.'s Form 8-k dated June 20, 1997 and are
in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
