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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 - March 1, 1999
International Total Services, Inc.
<TABLE>
<CAPTION>
Ohio 0-23073 34-1264201
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<S> <C> <C>
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
</TABLE>
Crown Centre 44131
5005 Rockside Road -----
Independence, Ohio (Zip Code)
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(Address of Principal Executive
Offices)
216-642-4522
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(Telephone Number)
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ITEM 4. CHANGES IN REGISTRANTS'S CERTIFYING ACCOUNTANT
a) At a meeting held on February 22, 1999, the Audit Committee of the Board of
Directors of International Total Services, Inc. (the "Company") approved
the engagement of Arthur Andersen LLP (Cleveland, Ohio, office) as its
independent auditors for the fiscal year ending March 31, 1999 to replace
the firm of Grant Thornton LLP who was dismissed as auditors of the Company
effective February 22, 1999.
b) Grant Thornton LLP had been engaged to audit the Company's financial
statements for the two most recent fiscal years. Neither of Grant Thornton
LLP's reports on the Company's financial statements for each of the past
two years contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles.
c) In connection with the audits of the Company's financial statements for
each of the two most recent fiscal years ended March 31, 1998, and March
31, 1997, respectively, and any subsequent interim periods through the date
of the dismissal of Grant Thornton LLP, there were no disagreements
between the Company and Grant Thornton LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures which if not resolved to the satisfaction of Grant Thornton
LLP would have caused Grant Thornton LLP to make reference to the subject
matter of the disagreement in their report.
d) Since inception and through the date of this report, the Company did not
consult with Arthur Andersen LLP on either the application of accounting
principles to a completed or proposed specific transaction, or the type of
audit opinion that might be rendered on the Company's financial statements.
e) A copy of Grant Thornton LLP's letter directed to the Securities and
Exchange Commission is attached as an exhibit to this report on Form 8-K.
ITEM 7. EXHIBITS
16.1 - Letter regarding change in certifying accountant - former
accountant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto daily authorized.
International Total Services, Inc.
Date: March 1, 1999 By: /s/ Brian S. Kenyon
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Brian S. Kenyon
Vice President, Finance
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EXHIBIT INDEX
Exhibit Suquentially
Number Document Description Numbered Page
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16.1 - Letter regarding change in certifying accountant - former accountant
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EXHIBIT 16.1
March 1, 1999
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: International Total Services, Inc.
File No. 0-23073
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of International Total Services, Inc. dated
March 1, 1999, and agree with the statements contained in paragraphs a), b),
c), and e) therein so far as such paragraphs apply to Grant Thornton LLP. We
have no knowledge as to the accuracy of the representations in paragraph d)
therein.
Very truly yours,
/s/ Grant Thornton LLP
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Grant Thornton LLP
