PH GROUP INC
8-K, 1998-07-27
METALWORKG MACHINERY & EQUIPMENT
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<PAGE>   1
                     U.S. 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) July 21, 1998
         --------------------------------------------------------------



                                 PH GROUP, INC.
        -----------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)

         Ohio                 Commission File No. 0-8115        31-0737351
- --------------------------------------------------------------------------------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation)                                         Identification Number)

        2365 Scioto Harper Drive, Columbus, Ohio              43204
      -------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (614) 279-8877
                                                     --------------

                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>   2

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

At a meeting held on July 10, 1998, the Board of Directors of PH Group Inc. (the
"Company") agreed to dismiss, effective July 21, 1998, the accounting firm of
Greene & Wallace, Inc., which had served as independent public accountants for
the Company prior to and until July 21, 1998. At the same meeting, the Company
agreed to appoint the accounting firm of Deloitte & Touche LLP to serve as
independent public accountants for the Company effective July 21, 1998. The
decision to change accountants was recommended by the Audit Committee of the
Board of Directors, and approved by the Board.

The reports of Greene & Wallace, Inc. on the financial statements for the fiscal
years ended December 31, 1996, and December 31, 1997 contained no adverse
opinion or disclaimer of opinion and neither of such reports was qualified or
modified as to uncertainty, audit scope or accounting principles.

There have been no disagreements between the Company and Greene & Wallace, Inc.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, during the fiscal years ended
December 31, 1996, and December 31, 1997, which disagreements, if not resolved
to the satisfaction of Greene & Wallace, Inc., would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report.



ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

      (a) - (b)  None required.

      (c)        Exhibits

                                    Insert 2A
                                    ---------
As required under Item 304(a) (3) of Regulation S-B, the Company has provided
Greene & Wallace, Inc. with a copy of the Form 8-K and requested that Greene &
Wallace, Inc. furnish a letter addressed to the Securities and Exchange
Commision stating whether it agrees with the statements made by the Company.
Such letter was not available at the time of the filing of this Form 8-K and the
Company has requested that Greene & Wallace furnish the letter so that it may be
filed within ten business days of the date hereof.

<PAGE>   3

                                   SIGNATURES

PERSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.

                                        PH GROUP, INC,
                                        AN OHIO CORPORATION


DATE:  JULY 21, 1998                    BY: \S\ CHARLES T. SHERMAN
     ----------------------                 ----------------------
                                                CHARLES T. SHERMAN
                                                PRESIDENT



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