SEILER POLLUTION CONTROL SYSTEMS INC
8-K, 1996-05-17
MISCELLANEOUS NONDURABLE GOODS
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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) May 10, 1996
                                                 -------------------------------


Seiler Pollution Control Systems, Inc.
- - --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Delaware                     0-22630                  22-2448906
- - --------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission              (IRS Employer
   of Incorporation)                File Number)            Identification No.)


555 Metro Place North, Dublin, Ohio                               43017
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code 614/791-3272
                                                   -----------------------------

- - --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
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Item 4.   Changes in Registrant's Certifying Accountant.

         Bederson & Company  LLP,  the  Company's  independent  auditors for the
Company's fiscal years ended March 31, 1995 and 1994,  resigned as the Company's
auditors on May 10, 1996.  The report of Bederson & Company LLP on the Company's
financial  statements for the fiscal years ended March 31, 1995 and 1994 did not
contain an adverse  opinion or a  disclaimer  of opinion  nor were the  opinions
qualified or modified as to uncertainty,  audit scope, or accounting principles.
During the Company's  fiscal years ended March 31, 1996 and 1995 and the interim
period  preceding  the  resignation  of  Bederson & Company  LLP,  there were no
disagreements  between the  Company and  Bederson & Company LLP on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope procedure.

         The Company on May 10, 1996 retained Schneider Downs & Co., Inc. as the
Company's independent auditors for the fiscal year ended March 31, 1996.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         C.       Exhibits.

         (16) Letter of Bederson & Company LLP


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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 hereunto duly authorized.

                                          Seiler Pollution Control Systems, Inc.



Date: May 15, 1996                           By:  /s/ Alan B. Sarko
                                                  -----------------
                                                      Alan B. Sarko
                                                      Vice President

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                                  EXHIBIT INDEX



Exhibit No.                                     Description
- - -----------                                     -----------

16                                              Letter of Bederson & Company LLP

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                                   EXHIBIT 16
                                   ----------

                                            Bederson & Company LLP
                                            Certified Public Accountants
                                            405 Northfield Avenue
                                            West Orange, New Jersey  07052-3003

                                            May 16, 1996


Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      Seiler Pollution Control Systems, Inc.
                  Form 8-K
                  Item 304(a)(3) of Regulation S-K

Sirs:

         As  former  auditors  of  Seiler  Pollution   Control   Systems,   Inc.
("Seiler"),  we submit this letter in accordance  with the  requirements of Item
304(a)(3) of Regulation  S-K.  Bederson & Company LLP agrees with the statements
made by Seiler in Item 4 to its Form 8-K reporting the change in auditors.

                                                     Very truly yours,



                                                     /s/ Bederson & Company LLP
                                                     --------------------------
                                                         Bederson & Company LLP



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