INFORMATION RESOURCES INC
8-K, 1996-08-29
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                      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): August 22, 1996


                                 -------------


                          INFORMATION RESOURCES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE                            0-11428                        36-2947987
(STATE OF INCORPORATION)    (COMMISSION FILE NUMBER)            (IRS EMPLOYER 
                                                          IDENTIFICATION NO.)


150 NORTH CLINTON
CHICAGO, ILLINOIS                                                       60661
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                           (ZIP CODE)


                                (312) 726-1221
                        (REGISTRANT'S TELEPHONE NUMBER)

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ITEM 4.          CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
- -------                                                       

    At a meeting held on August 22, 1996, the Board of Directors of the Company
approved the engagement of Ernst & Young LLP as its independent auditors for
the fiscal year ending December 31, 1996 to replace the firm of Grant Thornton
LLP, which was dismissed as auditors of the Company effective August 22, 1996.
The audit committee of the Board of Directors voted to recommend the change in
auditors to the Board of Directors on August 19, 1996.

    The reports of Grant Thornton LLP on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.

    In connection with the audits of the Company's financial statements for each
of the two fiscal years ended December 31, 1995, and in the subsequent interim
period, there were no disagreements with Grant Thornton LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Grant Thornton
LLP, would have caused Grant Thornton LLP to make reference to the matter in its
report.

    The Company has requested Grant Thornton LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter will be filed as Exhibit 16 to this Form 8-K, to be filed
within 10 business days after the filing of this report, but in no event later
than two business days after receipt of such letter.

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                                 SIGNATURES



     Pursuant to the requirements 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.



                                INFORMATION RESOURCES, INC.

 



Date: August 29, 1996           By:       /s/  Gary M. Hill
                                    --------------------------------------
                                    Executive Vice President - Finance
                                    Chief Financial Officer

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