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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):
January 29, 1998
PIVOT RULES, INC.
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(Exact Name of registrant as specified in its charter)
New York 333-22895 13-3612110
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
42 West 39th Street, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
(212) 944-8000
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
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On January 29, 1998, the Registrant engaged the independent accounting
firm of M.R. Weiser & Co. LLP ("Weiser") as the Registrant's principal
accountants to audit the Registrant's financial statements on an ongoing basis.
At the same time, the Registrant terminated the engagement of Grant Thornton
LLP ("Grant"), previously the Registrant's independent public accountants. This
change in independent accountants was approved by the Registrant's Audit
Committee of the Board of Directors.
Grant's report on the Registrant's financial statements during the
most recent fiscal year did not contain any adverse opinion or a disclaimer of
opinion and was not modified as to uncertainty, audit scope or accounting
principles. During the Registrant's most recent fiscal year and all subsequent
interim periods preceding the termination of the engagement of Grant, there
were no disagreements with Grant on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
The Registrant has provided Grant with a copy of the disclosures it is
making herein and has requested Grant to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
statements made by the Registrant herein and, if not, stating the respects in
which it does not agree. A copy of Grant's letter responsive to such request is
attached hereto as Exhibit 1.
Prior to the engagement of Weiser as its principal independent public
accountants, the Registrant did not consult with Weiser and receive any written
or oral advice from Weiser regarding any matter, including without limitation
the application of accounting principles to any transaction or the type of
audit opinion that might be rendered on the Registrant's financial statements.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The following exhibits are being filed herewith:
16.2 Letter from Grant Thornton LLP to Pivot Rules, Inc.
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SIGNATURES
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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.
PIVOT RULES, INC.
By: /s/ Meena N. Bhatia
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Meena N. Bhatia
Chief Financial Officer
Dated: February 2, 1998
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EXHIBIT INDEX
Exhibit Page
Number Description No.
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16.2 Letter from Grant Thornton LLP to Pivot Rules, Inc.
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Exhibit No. 16.2
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605 Third Avenue
New York, NY 10158-0142
212 599-0100
FAX 212 370-4520
Grant Thornton
Grant Thornton LLP Accountants and
Management Consultants
The U. S. Member Firm of
Grant Thornton International
February 2, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Pivot Rules, Inc.
File No. 333-22895
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Pivot Rules, Inc. dated January 29,
1998, and agree with the statements contained therein.
Very truly yours,
/s/ Grant Thornton LLP
