UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 28, 1997
Thinking Tools, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-21295 77-0361708
-----------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Lower Ragsdale Drive, 1-250, Monterey, CA 93940
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 373-8688
---------------
Registrant's telephone number, including area code
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
By Current Report on Form 8-K, dated March 7, 1997, Thinking Tools, Inc. (the
"Registrant") reported the dismissal of KPMG Peat Marwick LLP as the
Registrant's independent accountants and the engagement of Deloitte & Touche LLP
as the Registrant's independent accountants. At that time, Exhibit 16 (the
letter from Registrant's prior independent accountants) had not yet been
received by the Registrant from its prior independent accountants. Accordingly,
Item 7 is amended to add the following exhibit which was received by the Company
on March 12, 1997.
Exhibit 16: Letter from Registrant's prior independent accountants.
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 hereunto duly authorized.
Thinking Tools. Inc.
Date: March 13, 1997
/s/ Phillip F. Whalen, Jr.
----------------------------
Name: Phillip F. Whalen, Jr.
Title: President and CEO
- 2 -
Exhibit 16
March 11, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Thinking Tools, Inc. and, under the
date of August 16, 1996, we reported on the financial statements of Thinking
Tools, Inc. as of and for the two years ended December 31, 1995. On February 27,
1997, our appointment as principal accountants was terminated. We have read
Thinking Tools, Inc.'s statements included under Item 4 of its Form 8-K dated
February 28, 1997, and we agree with such statements, except that we are not in
a position to agree or disagree with the statements in (1) the second paragraph,
related to the net proceeds of the offering and the use thereof, (2) the fifth
paragraph, related to the hiring of a President and Chief Executive Officer and
a Chief Financial Officer, and (3) the sixth paragraph, related to consultation
with Deloitte & Touche. In addition, we are not in a position to agree or
disagree with the statement that the change was approved by the board of
directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
- 3 -