[CONFORMED COPY]
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) November 18, 1998
ARROW-MAGNOLIA INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
Texas
(State or other jurisdiction of incorporation or organization)
0-4728 75-0408335
(Commission File Number) (I.R.S. Employer Identification No.)
2646 Rodney Lane, Dallas, Texas 75229
(Address of principal executive offices)
(972) 247-7111
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
KPMG Peat Marwick LLP ("KPMG") were previously the principal accountants
for Arrow-Magnolia International, Inc. (the "Company"). During the past
several months, the Company and KPMG have engaged in discussions concerning
fees for performing such work in the future, but were unable to reach
agreement. Effective November 18, 1998, KPMG resigned.
The former accountants' audit reports on financial statements of Arrow-
Magnolia International, Inc. as of and for the years ended December 31, 1997
and 1996 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the two fiscal years ended
December 31, 1997 and the subsequent interim period through November 18, 1998,
there were no disagreements with KPMG Peat Marwick LLP on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope procedures which, if not resolved to their satisfaction, would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
The resignation of KPMG Peat Marwick LLP has been approved by the Audit
Committee and the Board of Directors of Arrow-Magnolia International, Inc.
Item 7. Financial Statements and Exhibits.
16.1 Letter on change in certifying accountant.
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SIGNATURE
Pursuant to the requirement of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ARROW-MAGNOLIA INTERNATIONAL,
INC.
Date: November 19, 1998 By: /s/ Morris Shwiff
Morris Shwiff, President
and Principal Executive
Officer
Date: November 19, 1998 By: /s/ Fred Kenner
Fred Kenner, Vice President,
Secretary and Treasurer; the
Principal Financial and
Accounting Officer
KPMG Peat Marwick LLP
200 Crescent Court Telephone 214 754 2000 Telefax 214 754 2297
Suite 300
Dallas, Texas 75201-1885
Securities and Exchange Commission
Washington, D.C. 20549
November 18, 1998
Ladies and Gentlemen:
We were previously principal accountants for Arrow-Magnolia
International, Inc. and, under the date of February 6, 1998,
we reported on the consolidated financial statements of
Arrow-Magnolia International, Inc. and Subsidiaries as of and
for the years ended December 31, 1997 and 1996. On November
18, 1998, we resigned. We have read Arrow-Magnolia
International, Inc.'s statements included under Item 4 of its
Form 8-K dated November 18, 1998, and we agree with such
statements, except that we are not in a position to agree or
disagree with Arrow-Magnolia International, Inc.'s statement
that the change was approved by the Audit Committee and the
Board of Directors of Arrow-Magnolia International, Inc.
Very truly yours,
/s/ KPMG Peat Marwick LLP
