ACTION INDUSTRIES INC
8-K/A, 1998-07-28
MISCELLANEOUS NONDURABLE GOODS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                          Date of Report: July 27, 1998


                             ACTION INDUSTRIES, INC.
            --------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


    Pennsylvania                      1-6485                      25-0918682
    ----------------                -----------              ---------------
    (State of Incorporation)        (Commission              (IRS Employer
                                    File Number)             Identification No.)


330 West 42nd Street, New York, NY                                10036-6902
- -----------------------------------                               ----------
(Address of Principal executive offices)                          (Zip code)

                                  212-594-2580
                -------------------------------------------------
              (Registrant's telephone number, including area code)













<PAGE>   2


ITEM 4.               CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)      On July 1, 1998 the Registrant terminated the services of Ernst & Young
         LLP as the Registrant's certifying accountants.

(b)      In connection with the audits of the Registrant's financial statements
         for the fiscal years ended June 30, 1996 and 1997 and for the period
         from July 1, 1997 through July 1, 1998, there were no disagreements
         with the Former Accountants on any matter of accounting principles or
         practices, financial statement disclosure, or auditing scope or
         procedure, which disagreements, if not resolved to the satisfaction of
         the Former Accountants, would have caused them to make reference to the
         subject matter of the disagreements in their report.

(c)      The Former Accountants' reports on the Registrant's financial
         statements for the fiscal years ended June 30, 1996 and 1997 do not
         contain an adverse opinion or disclaimer of opinion and include an
         explanatory paragraph raising substantial doubt concerning the
         Registrant's ability to continue as a going concern.

(d)      A letter from the Former Accountants addressed to the Securities and
         Exchange Commission stating that they agree with the Registrant's
         response to this item is filed as an Exhibit hereto.

(e)      On July 1, 1998 the Registrant retained the services of Marcum and
         Kleigman LLP as its certifying accountants commencing with the fiscal
         ending year June 30, 1998.

(f)      The Registrant's Audit Committee and Board of Directors have approved 
         the change in auditors.

(g)      Exhibits

         Letter from Ernst & Young LLP in accordance with Item 4(d).


                                   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.

                                               ACTION INDUSTRIES, INC.
                                                   (Registrant)


                                    By:        /s/ William J. Rappaport
                                       -----------------------------------
                                             Name: William J. Rappaport
                                             Title: President and Chief
                                                    Executive Officer

Dated: July 27, 1998



<PAGE>   1


EXHIBITS

LETTER FROM ERNST & YOUNG LLP


                          ERNST & YOUNG LLP LETTERHEAD


July 27, 1998


Ms. Jane Adams
Deputy Chief Accountant
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Ms. Adams:

We have read Item 4 of Form 8-K/A dated July 27, 1998 of Action Industries, Inc.
and are in agreement with the statements contained in paragraphs a,b,c and d
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.


                                                       ERNST & YOUNG LLP

                      

cc: William J. Rappaport
    President and Chief Executive Officer,
    Action Industries, Inc.






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