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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):
DECEMBER 5, 1996
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ROSE INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28720 73-1479833
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
601 ONEOK PLAZA, 100 WEST FIFTH STREET, TULSA, OKLAHOMA 74103
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(Address of principal executive offices)
Registrant's telephone number, including area code (918) 582-1788
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ROSE INTERNATIONAL LTD.
ITEM 4. Changes in Registrant's Certifying Accountant
(a) On December 5, 1996, the Board of Directors of Rose International Ltd.
(the "Company") approved the appointment of Guest & Company, as the
independent auditors of the Company for the year ending December 31,
1996 and also approved the dismissal of BDO Seidman, LLP ("BDO") as the
Company's independent auditors.
(b) During the year ended December 31, 1995 and for the subsequent interim
periods preceding the dismissal of BDO, there were no disagreements
between the Company and BDO 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
BDO, would have caused it to make reference in its report to the
subject matter of the disagreement.
(c) BDO's report on the financial statements of the Company for the year
ended December 31, 1995 did not contain an adverse opinion or
disclaimer of opinion nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) The Company has requested BDO to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether BDO agreed with
the statements made by the Company herein and, if not, stating the
respects in which it does not agree. Said letter is filed as Exhibit 16
to this Form 8-K.
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SIGNATURE
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.
ROSE INTERNATIONAL LTD.
By: /s/ G. David Gordon
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G. David Gordon
President
Date: December 11, 1996
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EXHIBIT 16
ACCOUNTANT'S LETTER
(See Attached)
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December 6, 1996
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on December 5, 1996, to be filed by our former client, Rose
International, Ltd. We agree with the statements made in response to that Item
insofar as they relate to our Firm.
Very truly yours,
BDO Seidman, LLP
