REXEL INC
8-K, 1997-05-28
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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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): May 20, 1997



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


                                    New York
                 (State or other jurisdiction of incorporation)



              1-5731                                  13-1474527
     (Commission File Number)               (IRS Employer Identification No.)



150 Alhambra Circle, Coral Gables, Florida              33134
 (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (305) 446-8000



<PAGE>


ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
- -------   --------------------------------------------

          On May 20, 1997,  Rexel,  Inc.  (the  "Company")  dismissed  Coopers &
Lybrand  LLC  ("C&L")  as  its  independent  accountants.  C&L's  report  on the
financial statements for the years ended December 31, 1996 and December 31, 1995
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to uncertainty,  audit scope or accounting principles.  The decision
to change  independent  accountants  was approved by the Audit  Committee of the
Board of Directors of the Company.  During the  Company's two most recent fiscal
years and subsequent  interim periods  preceding such  dismissal,  there were no
disagreements  with C&L on any  matter of  accounting  principle  or  practices,
financial statement disclosure,  or auditing scope or procedure. The Company has
requested  that C&L furnish it with a letter  addressed  to the  Securities  and
Exchange  Commission  (the  "SEC")  stating  whether  C&L agrees  with the above
statements  in this  paragraph.  A copy of C&L's letter to the SEC will be filed
with the SEC  promptly  upon  receipt  from C&L.

          On  May  20,  1997,  the  Company  engaged   Deloitte  &  Touche  LLP,
independent  certified  public  accountants,  as its independent  accountants to
audit the Company's financial statements for the year ended December 31, 1997.


<PAGE>


                                    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.

                                          REXEL, INC.



Date:  May 27, 1997                       By  /S/ ALLAN M. GONOPOLSKY
                                              -------------------------
                                              Allan M. Gonopolsky
                                              Vice President and Controller




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