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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 9, 1999
ERLY Industries Inc.
(Exact Name of Registrant as Specified in Charter)
California 001-07894 95-231-2900
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
8641 United Plaza Boulevard
Baton Rouge, Louisiana 70809
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (225) 922-4664
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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The undersigned registrant hereby amends and restates the following items
of its Current Report on Form 8-K filed August 24, 1999 as amended by Amendment
No. 1 dated September 1, 1999 and filed September 3, 1999 as set forth below:
Item 4. Changes in Registrant's Certifying Accountant.
Deloitte & Touche LLP ("D&T") is no longer serving as the principal
accountant for the audit of the financial statements of ERLY Industries Inc.
("ERLY" or the "Company"). Pursuant to a letter from D&T to the Securities and
Exchange Commission dated September 14, 1999 (a copy of which is filed as
Exhibit 16(a) hereto), it appears that there is a disagreement between D&T and
ERLY as to the timing and circumstances of D&T's ceasing to serve as ERLY's
principal accountant. The Company believes that effectively D&T ceased to serve
in such capacity on or about February 1, 1999. D&T's position is that the
client-auditor relationship ended on September 14, 1999. Both parties agree
that D&T was not retained to perform an audit of the Company's financial
statements for the fiscal year ended March 31, 1999.
D&T's reports for the years ended March 31, 1997 and March 31, 1996 did not
contain an adverse opinion, disclaimer of opinion, modification, or
qualification. An audit for the fiscal year ended March 31, 1998 was not
completed by D&T in light of the fact that the Company filed a voluntary
petition for reorganization on September 28, 1998. An audit was not performed
for the latest fiscal year ending March 31, 1999 while the Company was in
bankruptcy proceedings. Prior to D&T's resignation, there were no disagreements
between D&T and present or prior management on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
The registrant has furnished D&T with a copy of this disclosure and its
previous disclosures in its Amendment No. 1 to Form 8-K as filed with the
Commission on September 3, 1999 and has requested that D&T furnish the
registrant with a letter addressed to the Commission stating whether it agrees
with the statements made in such disclosures. D&T's letter dated September 14,
1999 in response to Amendment No. 1 to Form 8-K and its response dated October
12, 1999 to this Amendment No. 2 are filed as Exhibit 16(a) and 16(b).
On or about March 1, 1999, ERLY engaged Postelwaithe & Netterville, LLP
("P&N") as its principal accountant to audit its financial statements. P&N is
currently in the process of auditing ERLY's balance sheet at August 20, 1999.
The decision to engage P&N was approved by the board of directors.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed with this report:
Exhibit Description
- ------- -----------
2.1 ** Letter of Intent dated August 13, 1999 for acquisition of four
radio stations in Hot Springs, Arkansas.
16 (a) Letter dated September 14, 1999 from Deloitte & Touche LLP
re: Change in Certifying Accountant.
16 (b) Letter dated October 12, 1999 from Deloitte & Touche LLP
re: Change in Certifying Accountant
99.1 ** Debtors' and ERLY Creditors' Committee Joint Plan of
Reorganization as Modified, dated as of June 1, 1999, with
ERLY Industries, Inc.'s; Watch-Edge, Inc.'s; and ERLY
Creditors Committee's Disclosure Statement as Modified for the
Joint Plan of Reorganization attached.
99.2 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending October 31, 1998 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.3 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending November 30, 1998 as submitted to United States
Bankruptcy Court, Southern
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District of Texas, Corpus Christi Division.
99.4 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending December 31, 1998 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.5 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending January 31, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.6 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending February 28, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.7 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending March 31, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.8 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending April 30, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.9 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending May 31, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.10 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending June 30, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
99.11 ** ERLY Industries, Inc. Monthly Operating Report Summary for
Month Ending July 31, 1999 as submitted to United States
Bankruptcy Court, Southern District of Texas, Corpus Christi
Division.
** Previously filed.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Amendment No. 1 to Current Report
on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
ERLY INDUSTRIES, INC.
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(Registrant)
Date: October 11, 1999 By: /s/ Nanette N. Kelley
________________________
Nanette N. Kelley
Chairman, President and
Chief Executive Officer
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EXHIBIT 16(a)
[LETTERHEAD OF DELOITTE & TOUCHE]
September 14, 1999
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the comments in Item 4 of ERLY Industries, Inc.'s ("ERLY") Form 8-
K/A dated September 1, 1999, and advise as follows:
With respect to the first sentence of the first paragraph of Item 4, Deloitte &
Touche LLP ("Deloitte") did not resign as ERLY's independent auditors on or
about February 2, 1999. Prior to our receipt of a copy of the Form 8-K/A from
legal counsel for ERLY on September 2, 1999, Deloitte had no knowledge that
management of ERLY had terminated Deloitte as its independent auditor. On
September 14, 1999, and in response to receipt of such Form 8-K/A, Deloitte
advised ERLY that the client-auditor relationship between Deloitte & ERLY had
ceased.
We agree with the comments in the second sentence of the first paragraph of Item
4.
With respect to the third sentence of the first paragraph of Item 4, ERLY's
principal business was operated by its subsidiary, American Rice, Inc. ("ARI").
In April 1998, Deloitte advised ARI that it was resigning as independent
accountants and auditors of ARI. Deloitte had been engaged to audit ERLY's
consolidated financial statements for the year ended March 31, 1998; however,
Deloitte did not complete that audit and did not issue any report on ERLY's 1998
consolidated financial statements.
With respect to the fourth sentence of the first paragraph of Item 4, we have no
basis to agree or disagree with the comments therein, except to state that
Deloitte was not engaged to, and did not, audit the consolidated financial
statements of ERLY for the year ended March 31, 1999.
With respect to the comments in the sixth sentence of the first paragraph of
Item 4, we agree that there were no disagreements between Deloitte and ERLY
management or any matters of accounting principles or practices, financial
statements disclosures, or auditing scope or procedures in connection with our
audits of ERLY's consolidated financial statements for the years ended March 31,
1997 and 1996. However, as stated above, Deloitte did not resign as ERLY's
independent auditors.
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With respect to the comments in the second paragraph of Item 4, we advise that
legal counsel of ERLY furnished Deloitte by facsimile transmission a copy of the
Form 8-K/A dated September 1, 1999 on September 2, 1999. Deloitte was never
furnished a copy of the Form 8-K filed with the Commission on August 24, 1999.
We have no basis to agree or disagree with the comments in the fifth sentence of
the first paragraph or in the third paragraph of Item 4.
Yours truly,
/s/ Deloitte & Touche LLP
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EXHIBIT 16(b)
[LETTERHEAD OF DELOITTE & TOUCHE]
October 12, 1999
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington D.C. 20549
Dear Ladies and Gentlemen:
We have read the comments in Item 4 of ERLY Industries, Inc.'s (ERLY") Form
8-K/A dated October 11, 1999, and advise as follows:
Deloitte & Touche LLP ("Deloitte") agrees with the first and fifth
sentences of the first paragraph of item 4.
With respect to the second, third and fourth sentences of the first
paragraph of Item 4, we agree that there appears to be a disagreement
between Deloitte and ERLY as to the timing and circumstances of the
cessation of the client-auditor relationship. As indicated in our letter to
the Securities and Exchange Commission dated September 14, 1999, Deloitte
had no knowledge that ERLY had terminated Deloitte as their independent
auditors prior to our receipt of a copy of the Form 8-K/A dated September
1, 1999 from legal counsel for ERLY on September 2, 1999. On September 14,
1999, and in response to receipt of such Form 8-K/A, Deloitte advised ERLY
that the client-auditor relationship between Deloitte and ERLY had ceased.
We agree with the comments in the first, second and fourth sentences of the
second paragraph of Item 4. We have no basis to agree or disagree with the
comments in the third sentence of the second paragraph.
We agree with the comment in the first sentence of the third paragraph of
Item 4. We have no basis to agree or disagree with the comments in the
second sentence of the third paragraph. We have no basis to agree or
disagree with the comments contained in the fourth paragraph of Item 4.
Yours truly,
/s/ Deloitte & Touche LLP
