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): August 31, 1998
US 1 Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Indiana 1-8129 95-3585609
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1000 Colfax, Gary, Indiana 46406
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (219) 944-6116
Item 4. Changes in Registrant's Certifying Accountant.
On August 31, 1998, PricewaterhouseCoopers LLP (formerly Coopers & Lybrand
L.L.P, which became PricewaterhouseCoopers LLP ("PwC") on July 1, 1998)
resigned as the independent accountants for US 1 Industries, Inc.
The reports of PwC on the financial statements of the Registrant for the
past two fiscal years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or
accounting principle, except that the reports of PwC on the financial
statements for the past two fiscal years included an explanatory paragraph
expressing substantial doubt about the Registrant's ability to continue as
a going concern.
In connection with its audits of the two most recent fiscal years and through
August 31, 1998 there have been no disagreements with PwC on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved to the
satisfaction of PwC would have caused them to make reference thereto in their
report on the financial statements for such years.
The registrant has requested that PricewaterhouseCoopers LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated September 21, 1998, is filed as
Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
A. Financial Statements: Not Applicable
B. Pro Forma Financial Information: Not Applicable
C. Exhibits:
16. PricewaterhouseCoopers LLP Letter.
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.
US 1 INDUSTRIES, INC.
Date: __________________ By:_________________________
Michael E. Kibler
President
2
EXHIBIT INDEX
Page Number
Exhibit In Sequentially
Number Description of Exhibit Numbered Copy
16 Letter of Pricewaterhouse 4
Coopers LLP regarding Change
In Certifying Accountant
PricewaterhouseCoopers LLP
203 N. LaSalle
Chicago, IL 60601
September 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: US 1 Industries, Inc.
Dear Sir or Madam:
We have read the statements made by US 1 Industries, Inc. (copy attached) which
we understatd will be filed with the Commission, pursuant to Item 4 of the Form
8-K, as part of the Company's Form 8-K report dated August 31, 1998. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
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