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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8--K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) September 5, 1995
TRISTAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-13099 13-3129318
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
12500 San Pedro Avenue, Suite 500, San Antonio, Texas 78216
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 402-2200
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
a(1) Dismissal of Independent Accountant.
(i) On September 5, 1995, the Registrant advised Coopers &
Lybrand, L.L.P. ("Coopers") that the Registrant intended to
retain a different independent accounting firm for the audit
of its financial statements for the year ending August 31,
1995. Coopers had been engaged as the principal accountant to
audit the Registrant's consolidated financial statements.
(ii) Coopers' reports on the Registrant's consolidated financial
statements for the past two years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except
that a report filed in connection with the Registrant's
consolidated financial statements for the year ended August
31, 1993, contained an explanatory paragraph relating to a
federal grand jury investigation being conducted on the
Registrant. The explanatory paragraph indicated that because
the ultimate outcome of the investigation could not be
determined, no provision for any liability that may result
from the investigation had been made by the Registrant in the
financial statements.
(iii) The Audit Committee of the Registrant's Board of Directors
recommended the action taken with respect to Coopers.
(iv) There have been no disagreements with Coopers on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure during the
Registrant's two most recent fiscal years or in the period
since the end of the most recent fiscal year which
disagreement(s), if not resolved to Coopers' satisfaction,
would have caused Coopers to make reference to the subject
matter of the disagreement(s) in connection with its report.
(v) Coopers did not advise the Registrant during the Registrant's
two most recent fiscal years or in the period since the end of
the most recent fiscal year:
(A) that the internal controls necessary for the
Registrant to develop reliable financial statements
did not exist;
(B) that information had come to its attention that had
led it to no longer be able to rely on management's
representations, or that had made it unwilling to be
associated with the financial statements prepared by
management;
(C) of the need to expand significantly the scope of its
audit, or that information had come to its attention
during the two most recent fiscal years or any
subsequent interim period that if further
investigated might (i) materially have impacted the
fairness or
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reliability of either: a previously issued audit
report or the underlying financial statements, or the
financial statements issued or to be issued covering
the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit
report or (ii) have caused it to be unwilling to rely
on management's representations or be associated with
the Registrant's financial statements; or
(D) that information had come to its attention that it
had concluded materially impacts the fairness or
reliability of either: (i) a previously issued audit
report or the underlying financial statements, or
(ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date
of the most recent financial statements covered by an
audit report.
(vi) The Registrant has requested Coopers to provide a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy
of Coopers' letter to the Securities and Exchange Commission
is filed as Exhibit 16 to this Form 8-K.
a(2) Engagement of New Independent Accountant.
(i) KPMG Peat Marwick, LLP ("Peat Marwick") had been engaged by
the Registrant as its new independent principal accountant to
audit the Registrant's consolidated financial statements.
This engagement was effective as of September 5, 1995.
(ii) Prior to engaging Peat Marwick, the Registrant has not
consulted with Peat Marwick during the Registrant's two most
recent fiscal years or in the period since the end of the most
recent fiscal year, in any matter regarding either: (a) the
application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's
financial statements, and neither was a written report
provided to the Registrant nor was oral advice provided that
Peat Marwick concluded was an important factor considered by
the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) any matter that
was the subject of either a disagreement or an event described
in Paragraph (a)(1)(v)(A)-(D), above. Peat Marwick was the
principal accountant for Eurostar Perfumes, Inc. ("Eurostar")
prior to the merger of Eurostar with and into the Registrant
on August 31, 1995.
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Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
Exhibit 16 Letter from Coopers & Lybrand, L.L.P. to the
Securities and Exchange Commission
pursuant to Item 304(a)(3) of Regulation S-K
</TABLE>
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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.
TRISTAR CORPORATION
By /s/ Loren M. Eltiste
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Loren M. Eltiste
Vice President, Chief Financial Officer,
Assistant Secretary and Principal
Accounting Officer
DATE: September 5, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
Exhibit 16 Letter from Coopers & Lybrand, L.L.P. to the
Securities and Exchange Commission
pursuant to Item 304(a)(3) of Regulation S-K
</TABLE>
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EXHIBIT 16
[Coopers & Lybrand Letterhead]
September 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Tristar Corporation (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K report for the month of September 1995.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
