FORM 8-K.---CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of
Report (Date of earliest event reported) December 23, 1997
Andersen Group, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 0-1460 06-0659863
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
1280 Blue Hills Avenue, Bloomfield, CT 06002-1374
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 860-242-0761
(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant.
(a) The Company's independent auditors, KPMG Peat Marwick, City Place II,
Hartford, CT 06103, were dismissed by the Company on December 23, 1997.
During the past two fiscal years, KPMG Peat Marwick rendered
unqualified opinions with respect to the Company's consolidated
financial statements for all years covered by reports filed during that
period. The dismissal of KPMG Peat Marwick was approved by the audit
committee of the Company's Board of Directors.
During the past two fiscal years and during the interim period since
February 28, 1997, there have been no disagreements with KPMG Peat
Marwick on any matter of accounting principles or procedures, financial
statement disclosures or auditing scope or procedures.
(b) Effective December 23, 1997, upon the recommendation of the Audit
Committee of the Company's Board of Directors, the firm of Deloitte & Touche,
LLP, City Place, Hartford, CT 06103 was retained to perform an examination on
and render an opinion with respect to the Company's consolidated financial
statements as of and for the year ending February 28, 1998. During the past two
fiscal years the Company has not consulted with Deloitte & Touche regarding the
application of accounting principles or the type of audit opinion that might be
rendered on the Company's financial statements. Furthermore, no written report
or oral advice was provided by Deloitte & Touche that was an important factor in
reaching a decision as to an accountant, auditor or financial reporting issue.
Deloitte & Touche was not consulted on any matter, which would be viewed as
being the subject of a disagreement or a reportable event. Item 7. Financial
Statements and Exhibits
(a) None
(b) None
(c) Exhibits
(i) Exhibit 16 - Letter re Change in Certifying Accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned hereunto duly authorized.
Andersen Group, Inc.
(Registrant)
Date: January 12, 1998 /s/ Andrew M. O'Shea
---------------- --------------------
Andrew M. O'Shea
Treasurer
(Principal Financial Officer)
-2-
Exhibit 16
[Letterhead of KPMG Peat Marwick LLP appears here]
January 9, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Andersen Group, Inc. and, under the
date of April 8, 1997, we reported on the consolidated financial statements of
Andersen Group, Inc. and subsidiaries as of and for the years ended February 28,
1997 and February 29, 1996. On December 23, 1997, our appointment as principal
accountants was terminated. We have read Andersen Group, Inc.'s statements
included under Item 4 of its Form 8-K dated December 30, 1997, and we agree with
such statements, except that we were not in a position to confirm Andersen
Group, Inc.'s statement that the change was approved by the audit committee of
the Board of Directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
cc: Mr. Andrew M. O'Shea
Andersen Group, Inc.
E-1
