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UNITED STATES
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): DECEMBER 26, 1996
INDEX, INC.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
TEXAS 0-21513 76-0509661
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
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580 WESTLAKE PARK 77079
BOULEVARD, SUITE 1100 (Zip Code)
HOUSTON, TEXAS
(Address of Principal Executive
Offices)
281/531-4214
(Registrant's Telephone Number, Including Area Code)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 26, 1996, the Board of Directors of Index, Inc. (the
"Company"), approved the recommendation of the Audit Committee of the Company's
Board of Directors not to reappoint Ernst & Young LLP as the Company's auditors
for the fiscal year ending December 31, 1996. The Audit Committee recommended,
and the Board of Directors of the Company ratified and approved, the
appointment of the accounting firm of Arthur Andersen LLP as the Company's
auditors for the year ending December 31, 1996. The decision to replace Ernst
& Young as the Company's independent auditors with Arthur Andersen followed a
review by the Company of its accounting needs in light of the recent
registration of its capital stock under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended. The Company's Audit
Committee and Board of Directors also considered proposed fee arrangements by
both Ernst & Young and Arthur Andersen and their respective expertise in the
area of industrial distribution, public company reporting and mergers and
acquisitions. In light of all of these factors, the Company's Audit Committee
and Board of Directors concluded that it would be desirable for the Company to
appoint Arthur Andersen as its independent auditors for the year ending
December 31, 1996.
The reports of Ernst & Young on the Company's balance sheet as of July
31, 1996 and on the financial statements of its wholly-owned subsidiary, SEPCO
Industries, Inc. ("SEPCO") for the years ended December 31, 1994 and 1995 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.
There have been no disagreements with Ernst & Young during the two
most recent fiscal years of SEPCO, or any subsequent interim period of SEPCO or
the Company, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which would have caused
Ernst & Young to make reference to the matter in connection with any of its
reports on the Company's financial statements and which were not resolved to the
satisfaction of Ernst & Young.
Item 7. Financial Schedules and Exhibits
(c) Exhibits
Exhibit 16. Letter from Ernst & Young LLP pursuant to item 304(a)(3) of
Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 31, 1996
INDEX, INC.
By: /s/ David R. Little
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David R. Little, President
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INDEX TO EXHIBITS
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Exhibit Number Description
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Exhibit 16 Letter from Ernst & Young LLP pursuant to item
304(a)(3) of Regulation S-K.
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[ERNST & YOUNG LLP LETTERHEAD]
December 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 31, 1996, of Index, Inc. and are
in agreement with the statements contained in the second and third paragraphs
on page 2 therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
Very truly yours,
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
