SURREY INC
8-K, 1999-08-04
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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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:    AUGUST 2, 1999
                                        -------------------
                        (Date of earliest event reported)




                                  SURREY, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                 TEXAS                   001-13383            74-2138564
- -------------------------------         ----------         -------------------
(State or other jurisdiction of         Commission         (I.R.S. Employer
incorporation or organization)           File No.          Identification No.)


         13110 TRAILS END ROAD
           LEANDER, TEXAS                                      78641
- --------------------------------------------               ------------
  (Address of principal executive offices)                  (Zip Code)



                                 (512) 267-7172
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)





<PAGE>


Item 4.           Changes in Registrant's Certifying Accountant.
- -------           ----------------------------------------------

         On August 2, 1999, Surrey, Inc. and Ernst & Young LLP ("E&Y") ceased
their current client-auditor relationship. E&Y served as Surrey's independent
certifying auditors for the fiscal years 1995, 1996, 1997 and 1998. No report of
E&Y for any such period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified in any way. The decision to change accountants was
not recommended or approved by the Audit Committee or the Board of Directors of
Surrey.

         There has been no disagreement between Surrey and E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. In April 1999, E&Y advised the Board of Directors of Surrey
that it saw a "material weakness" in Surrey's internal controls, namely the need
for updated inventory software and the need for Surrey to hire a controller and
additional accounting personnel. E&Y stated that such report did not effect its
report, dated February 9, 1999, on the financial statements of Surrey for the
two fiscal years ended December 31, 1998. The Board of Directors discussed the
recommendations at its April 1999 meeting and generally agreed with the
recommendations made by E&Y. The Board recommended to management that new
inventory software and controls should be implemented after the hiring of a
controller. Management is currently reviewing the related costs of implementing
the E&Y recommendations and the Board intends to further address these matters
at the next Board meeting.

         Surrey is currently in the process of selecting a new firm of
certifying accountants.


Item 7 (c).       Exhibits.
- -----------       ---------

1                 Letter from former certifying accountant.


                                    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, hereunto duly authorized.


Dated:   August 4, 1999                    Surrey, Inc.
                                           ------------
                                           Registrant


                                           By:      /s/ Mark J. van der Hagen
                                               --------------------------------
                                                    Mark J. van der Hagen
                                                    Vice President - Finance
                                                          and Treasurer


                                      -2-





                                                                 Exhibit 1



                    LETTER FROM FORMER CERTIFYING ACCOUNTANTS



ERNST & YOUNG LLP
                              *  Suite 1400              *  Phone: 512-478-9881
                                 700 Lavaca                 Fax:   512-473-3499
                                 Austin, Texas 78701




       EXHIBIT 1 TO FORM 8-K


       August 3, 1999


       Securities and Exchange Commission
       450 Fifth Street, N.W.
       Washington, DC 20549


       Gentlemen:

       We have read Item 4 of Form 8-K dated August 3, 1999, of Surrey, Inc. and
       are in agreement with the statements contained in the first paragraphs
       therein. We have no basis to agree or disagree with other statements of
       the registrant contained therein.

                                             Very truly yours,


                                             /s/ Ernst & Young LLP




       Ernst & Young LLP is a member of Ernst & Young International, Ltd.





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