SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 6, 1997
Kerr Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7272 95-0898810
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
500 New Holland Avenue, Lancaster, PA 17602
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(Address of principal executive Offices) (Zip Code)
Registrant's telephone number,
including area code: (717) 299-6511
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Not Applicable
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(Former name or former address, if changed since last report)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 6, 1997, the Board of Directors of
the Registrant approved the engagement of Arthur Andersen
LLP as its independent auditors for the fiscal year
ending December 31, 1997 to replace the firm of KPMG Peat
Marwick LLP ("KPMG Peat Marwick"). The reason for this
change is the change in control of Registrant discussed
in Item 1 of previously filed Form 8-K on September
10, 1997.
KPMG Peat Marwick's auditors' report on the
financial statements of the Registrant as of and for the
years ended December 31, 1996 and 1995, contained a
separate paragraph stating that "the Company is in
default of its current loan agreements and has not been
successful as yet in securing a new credit facility which
raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to this
matter are also described in Note 2. The financial
statements do not include any adjustments that might
result from the outcome of this uncertainty."
In connection with the audits of the
Registrant's financial statements for the years ending
December 31, 1996 and December 31, 1995, and to the
subsequent interim periods through November 6, 1997,
there were no disagreements with KPMG Peat Marwick on any
matters of accounting principles or practices, financial
statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of KPMG Peat
Marwick, would have caused KPMG Peat Marwick to make
reference to the matter in their report.
No event of the type described in Item
304(a)(1)(v) of Regulation S-K occurred during the period
described above.
The Registrant has requested KPMG Peat Marwick
to furnish it a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated November
12, 1997 is filed as Exhibit 1 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Letter dated November 12, 1997 from KPMG Peat
Marwick LLP stating whether it agrees with the
statements set forth in Item 4 of this Form 8-K
(Exhibit 16.1).
SIGNATURES
Pursuant to the requirement 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.
KERR GROUP, INC.
Date: November 13, 1997 By /s/ Lawrence C. Caldwell
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Lawrence C. Caldwell
Chief Financial Officer
KERR GROUP, INC.
FORM 8-K
Date of Report (Date of earliest event reported): November 6, 1997
EXHIBIT INDEX
Item 7(c) Exhibits
16.1 Letter dated November 12, 1997
from KPMG Peat Marwick LLP stating
whether it agrees with the statements
set forth in Item 4 of this Form 8-K.
Exhibit 16.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
November 12, 1997
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for
Kerr Group, Inc. and, under the date of March 25, 1997,
we reported on the financial statements of Kerr Group,
Inc. as of and for the years ended December 31, 1996 and
1995. On November 6, 1997, our appointment as principal
accountants was terminated. We have read Kerr Group,
Inc.'s statements included under Item 4 of its Form 8-K
dated November 6, 1997 and we agree with such statements,
except that we are not in a position to agree or disagree
with Kerr Group, Inc.'s statement that the change was
approved by the board of directors.
Very truly yours,
/s/KPMG Peat Marwick LLP
