MINUTE MAN OF AMERICA INC
8-K, 1996-10-11
EATING PLACES
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                                  FORM 8 - K

                                 CURRENT REPORT

                    Filed Pursuant to Section 13 or 15 (d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                 October 3, 1996
                               -------------------

                           Minute Man of America, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                           Arkansas 0-4289 71-0390957
             ---------------- ------------------- ------------------
       (State or other jurisdiction (Commission File Number) (IRS Employer
                    of incorporation) Identification Number)

                   4406 Airport Freerway, Ft. Worth Texas 76117
                  ---------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (817) 831-8410







<PAGE>




ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

        On October 3, 1996,  the Audit  Committee  of the Board of  Directors of
Minute Man of America, Inc. ("MMA") approved the dismissal of Samson,  Robbins &
Associates,  P.L.L.C.,  ("SRA"),  Dallas,  Texas,  independent  auditors and the
retention of Kelly & Company, Newport Beach, California,  as MMA's new principal
independent   auditors.   The   change   was   implemented   due  to   budgetary
considerations.

        Neither of SRA's reports on MMA's financial  statements for the past two
fiscal years  contained an adverse  opinion or a disclaimer  of opinion,  or was
qualified or modified as to uncertainty,  audit scope or accounting  principles.
In connection with the audits of MMA's financial  statements for each of the two
fiscal  years  ended  September  30, 1995 and  September  30,  1994,  and in the
subsequent  interim period,  there were no disagreements with SRA on any matters
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope and procedures  which, if not resolved to the satisfaction of SRA
would have cause SRA to make reference to the matter in their report.

        The Company has requested SRA to furnish it with a letter,  addressed to
the Commission,  to that effect.  A copy of that letter is annexed as an Exhibit
to this Form 8-K.


ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

       (a)  Exhibits.  Exhibit 16.1 Letter, dated October 10, 1996  from Samson,
Robbins & Associates,  P.L.L.C.  regarding its  concurrence  with the statements
made by the  registrant  in this  report  concerning  the  dismissal  of Samson,
Robbins  &  Associates,  P.L.L.C.  as  the  Registrant's  principal  independent
auditors.





                                   SIGNATURES

                  Pursuant to the requirements of the securities exchange act of
1934,  the  registrant has duly caused this amendment to be signed on its behalf
by the undersigned hereunto duly authorized.


Dated:  October 11, 1996        MINUTE MAN OF AMERICA, INC.

                                By:  /s/ Richard D. Collins
                                 ----------------------------
                                Name:    Richard D. Collins
                                Title:   Director and President










Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
                 

Gentlemen: 

We were previously principal  accountants for Minute Man of America, Inc. and on
January 4, 1996, we reported on the consolidated  financial statements of Minute
Man of America Inc. and consolidated  subsidiaries,  as of and for the two years
ended  September  30,  1995.  On October 3, 1996 we were  dismissed as principal
accountants  of Minute Man of  America, Inc.  We have read Minute Man of America
Inc.'s  statements  included  under Item 4 of its Form 8-K for October 10, 1996,
and we agree  with  such  statements,  with  the  exception  of the  explanatory
paragraph  included in our report dated January 4, 1996 that emphasizes a matter
regarding the consolidated financial statements

 .

Very truly yours,




Samson, Robbins & Associates, P.L.L.C.
Dallas, Texas
October 10, 1996


















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