SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 19, 1996
LYNTON GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-6867 13-2688055
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification
incorporation or Number)
organization)
9 Airport Road
Morristown Municipal Airport
Morristown, New Jersey 07960
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (201) 292-9000
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Item 4. Changes in Registrant's Certifying Accountant.
Effective as of July 19, 1996, Lynton Group, Inc. (the
"Company") engaged Grant Thornton LLP as its principal independent
accountants to audit the financial statements of the Company and
its subsidiaries for the fiscal year ended September 30, 1996.
For either of the past two fiscal years, the report of the
former independent accountants, Ernst & Young LLP, contained no
adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years and any
subsequent interim period preceding the date hereof, there were not
any 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 it to make reference to the subject matter of the
disagreements in connection with its report.
The change in the Company's independent accountants was
approved by the Company's audit committee. The Company's audit
committee determined that the Company's auditing needs could be
handled by Grant Thornton LLP as efficiently and more economically
compared to the former accounting firm.
During the Company's two most recent fiscal years, and any
subsequent period prior to engaging Grant Thornton LLP, neither the
Company nor, to the best of the Company's knowledge, anyone acting
on the Company's behalf, consulted Grant Thornton LLP regarding
either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements, and either a written report was provided to the Company
or oral advice was provided that the new accountant concluded was
an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was subject of a disagreement (as
defined in paragraph 304(a)(1)(iv) of Regulation S-K) with the
former accountant or a reportable event (as described in paragraph
304(a)(1)(v) of Regulation S-K).
The Company has requested Ernst & Young LLP to furnish it a
letter addressed to the Commission stating whether it agrees with
the above statements. A copy of that letter, dated July 22, 1996,
is filed as Exhibit 16.1 to this Form 8-K.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits:
Page
16.1 Letter re change in certifying accountant 5
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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 thereunto duly authorized.
LYNTON GROUP, INC.
(Registrant)
Date: July 22, 1996 By: /s/Manus O'Donnell
Manus O'Donnell,
Vice President of Finance,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT 16.1
Ernst & Young LLP
99 Wood Avenue South
Iselin, New Jersey 08830-0471
July 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 19, 1996, of Lynton
Group, Inc. and are in agreement with the statements contained in
the second and third paragraphs on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant
contained therein.
Sincerely,
Ernst & Young LLP
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