RULE INDUSTRIES INC
8-K, 1995-06-14
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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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)  JUNE 7, 1995
                                                 ------------------------------


                             RULE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
                (Exact name of issuer as specified in charter)


MASSACHUSETTS                      0-8740                       04-2384630
- --------------------------------------------------------------------------------
(Sate or other             (Commission File Number)          (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)                                               


  70 BLANCHARD ROAD, BURLINGTON, MASSACHUSETTS                      01803
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code   (617) 272-7400
                                                   -----------------------------

<PAGE>
 
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
 
(a)  On June 7, 1995, the Registrant dismissed Deloitte & Touche LLP 
     ("Deloitte") as its principal accountant and engaged KPMG Peat Marwick LLP
     ("KPMG") as its principal accountant. The decision to change accountants
     has not yet been approved by the Registrant's Board of Directors or The
     Audit Committee.

(b)  Other than the following, Deloitte's report on the Registrant's financial 
     statements for either of the past two years has not contained an adverse
     opinion or a disclaimer of opinion, and has not been qualified or modified
     as to uncertainty, audit scope, or accounting principles.

     Deloitte's report on the Registrant's financial statements for year ended 
     August 31, 1993 states: "The Company is involved in certain antitrust
     litigation. In a unanimous decision dated November 23, 1993, the U.S. Court
     of Appeals reversed a previous jury verdict against the Company, and
     entered a judgement in favor of the Company. This decision may be appealed
     by the Plaintiff".

     As anticipated, the Plaintiff's application for review to the U.S. Supreme
     Court was denied on June 20, 1994.

     In addition, during the Registrant's two most recent fiscal years and the
     subsequent interim period preceding its dismissal (i) there have been no
     disagreements with Deloitte on any matter of accounting principles or
     practices, financial statement disclosure, or auditing scope or procedure,
     which have not been resolved to Deloitte's satisfaction. (ii) There has
     been one reportable event (as described in Item 304 of Regulation S-K). In 
     it's letter to the Board of Directors, dated December 12, 1994 relating to 
     the Company's fiscal year ended August 31, 1994, Deloitte reported a 
     material weakness in the Company's internal control structure relating to 
     inventory accounting and control procedures and the physical inventory
     compilations at the Company's Deerfield, Ma. Facility. Any material
     adjustments were made and no material misstatement existed.

     The Company has subsequently adjusted its procedures for physical inventory
     valuation to take into account the recommendations of Deloitte. Management 
     believes the inventory values presented in its financial statements are 
     fairly stated for all periods reported.

(c)  The Registrant has not consulted with KPMG regarding any accounting or 
     audit matters during its two most recent fiscal years or the subsequent 
     interim period prior to engaging KPMG.

(d)  The Registrant has provided Deloitte with a copy of this report no later 
     than the date this report is filed with the Securities and Exchange 
     Commission and has requested that Deloitte furnish it with the letter 
     described in Item 304 of Regulation S-K.
<PAGE>
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Letter of Deloitte & Touch LLP (to be filed by amendment within ten 
     business days of the filing of this report).
<PAGE>
 
                                  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.


                                       RULE INDUSTRIES, INC.


Date:  June 12, 1995                   By:   /s/ William N. Anastos
     -----------------                    -----------------------------
                                          William N. Anastos, President


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