CONSUMAT SYSTEMS INC
8-K, 1996-10-24
INDUSTRIAL PROCESS FURNACES & OVENS
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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)  October 18, 1996

                       Reorganized Consumat Systems, Inc.
             (Exact name of registrant as specified in its charter)


                                    Virginia
                 (State or other jurisdiction of incorporation)


        0-9253                                   54-0720128
(Commission file number)             (IRS Employer Identification No.)


    8407 Erle Road, Mechanicsville, Virginia              23111
                      and
    Post Office Box 9379, Richmond, Virginia              23227
   (Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code (804) 746-4120



<PAGE>


Item 4.  Change in Registrant's Certifying Accountant


         On October  18,  1996 the  Registrant  selected  KPMG Peat  Marwick LLP
("Peat Marwick") to serve as independent public accountants for fiscal 1996 and,
accordingly,     dismissed    Parham,     P.C.,    its    former     independent
accountants("Parham").  The decision to engage Peat  Marwick and dismiss  Parham
was approved by the Board of Directors of the Registrant on October 18, 1996.

         Parham's reports on the Registrant's  consolidated financial statements
for the two most  recent  fiscal  years did not  contain an  adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or accounting  principles,  except that the previous fiscal year did
include an explanatory  paragraph  related to the  implementation of fresh start
accounting as a result of the Registrant's emergence from Chapter 11 for periods
subsequent to March 12, 1996.

         During the two most recent  fiscal years and through  October 18, 1996,
there was no  disagreement  with  Parham  regarding  any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreement,  if not resolved to the satisfaction of Parham,
would have caused Parham to make reference thereto in its reports.

         The  Registrant  has  requested  that  Parham  furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees with the above statements. A copy of such letter, dated October 25, 1996,
is filed as Exhibit 16(a) to this Current Report on Form 8-K.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

( c )             Exhibits:

 16(a)   Letter from Parham, P.C.


<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 thereunto duly authorized.


                                      REORGANIZED CONSUMAT SYSTEMS, INC.
                                                 (Registrant)


                                              /s/ Robert L. Massey
Date:  October 25, 1996                       -----------------------------
                                              Robert L. Massey
                                              Chief Executive Officer

                                              /s/ Mark E. Hills
Date:  October 25, 1996                       -----------------------------
                                              Mark E. Hills
                                              Chief Accounting Officer


                                  PARHAM, P.C.
                           A PROFESSIONAL CORPORATION
                          Certified Public Accountants
                             5801 Staples Mill Road
                            Richmond, Virginia 23228
                                  804-264-1137

October 25, 1996

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously  independent  public  accountants  for  Reorganized  Consumat
Systems,  Inc.  and,  under  the date of March  27,  1996,  we  reported  on the
consolidated  financial statements of Reorganized  Consumat Systems,  Inc. as of
December 31, 1995 and for the years ended December 31, 1995 and 1994. On October
18, 1996, our appointment as independent public  accountants was terminated.  We
have read Reorganized Consumat Systems,  Inc.'s statements included under Item 4
of its Form 8-K dated  October  25,  1996,  and we agree  with such  statements,
except  that we are not in a  position  to agree or  disagree  with  Reorganized
Consumat  Systems,  Inc.'s  statement  that the change was approved by the audit
committee of the board of directors.


Very truly yours,


Parham, P.C.




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