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) January 12, 1999
LYNTON GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-6878 13-2688055
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification
Number)
9 AIRPORT ROAD
MORRISTOWN MUNICIPAL AIRPORT
MORRISTOWN, NEW JERSEY 07960
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 292-9000
<PAGE>
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective as of March 6, 1998, Lynton Group, Inc. (the
"Company") engaged Grant Thornton (UK) as its principal
independent accountants to audit the financial statements of the
Company and its subsidiaries for the fiscal year ended September
30, 1998.
For neither of the past two fiscal years, the report of the
former independent accountants, Grant Thornton 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 (UK) as efficiently in view of the Company's
significant acquisition of operating assets in the UK.
During the Company's two most recent fiscal years, and any
subsequent period prior to engaging Grant Thornton (UK), the
Company has consulted Grant Thornton (UK) regarding (i) the
application of accounting principles related to a UK
transactions, either completed or proposed; Grant Thornton (UK)
has not been consulted regarding the type of audit opinion that
might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor 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).
Grant Thornton (UK) has historically acted under the direction
of Grant Thornton LLP pertaining to audit procedures applied and
the provision of accounting consultation to the Company's UK
operations, and did so until such time as the Company's UK
acquisitions no longer enabled Grant Thornton LLP to act as
principal auditor. Grant Thornton (UK) has acted as the
statutory auditor for the Company's UK subsidiaries since fiscal
1996.
The Company has requested Grant Thornton LLP to furnish it a
letter addressed to the Commission stating whether it agrees
with the above statements. A copy of that letter shall be filed
by amendment.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
Page
16.1 Letter re change in certifying accountant *
* to be filed by amendment
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/Paul A. Boyd
Paul A. Boyd,
Principal Financial Officer
Date: 1/12/99
