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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) July 22, 1997
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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 July 22, 1997, the Registrant advised KPMG Peat Marwick LLP
("KPMG") that the Registrant intended to retain a different
independent accounting firm for the audit of its financial
statements for the year ending August 30, 1997. KPMG had been
engaged as the principal accountant to audit the Registrant's
consolidated financial statements.
(ii) KPMG's 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.
(iii) The Audit Committee of the Registrant's Board of Directors
recommended the action taken with respect to KPMG.
(iv) There have been no disagreements with KPMG 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 subsequent
interim period through July 22, 1997 (the date of termination)
which disagreement(s), if not resolved to KPMG's satisfaction,
would have caused KPMG to make reference to the subject matter
of the disagreement(s) in connection with its report.
(v) KPMG did not advise the Registrant during the Registrant's two
most recent fiscal years or in the subsequent interim period
through July 22, 1997 (the date of termination):
(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) (1) 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 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, and (2) it did not, due to its dismissal
or for any other
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reason, expand the scope of its audit or conduct such
further investigation; 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 KPMG to provide a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy
of KPMG's 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) Coopers & Lybrand, L.L.P. ("Coopers") has 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 July 22, 1997.
(ii) Prior to engaging Coopers, the Registrant has not consulted
with Coopers 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 Coopers 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. Coopers was the principal accountant
for the Registrant for the fiscal years ended August 31, 1993
and 1994.
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Item 7. Financial Statements and Exhibits.
Exhibit Number Description
Exhibit 16 Letter from KPMG Peat Marwick LLP to the
Securities and Exchange Commission
pursuant to Item 304(a)(3) of Regulation S-K
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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: July 28, 1997
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INDEX TO EXHIBITS
Exhibit Number Description
Exhibit 16 Letter from KPMG Peat Marwick LLP to the
Securities and Exchange Commission
pursuant to Item 304(a)(3) of Regulation S-K
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EXHIBIT 16
Securities and Exchange Commission
Washington, D.C. 20549
July 28, 1997
Ladies and Gentlemen:
We were previously principal accountants for Tristar Corporation and, under the
date of December 11, 1996, we reported on the consolidated financial statements
of Tristar Corporation and subsidiaries as of and for the years ended August
31, 1996 and 1995. On July 22, 1997, our appointment as principal accountants
was terminated. We have read Tristar Corporation's statements included under
Item 4 of its Form 8-K dated July 22, 1997, and we agree with such statements,
except that we are not in a position to agree or disagree whether Tristar
Corporation's audit committee of the board of directors recommended the action
taken with respect to KPMG Peat Marwick, LLP, or any of the statements in
paragraph 4a(2).
Very truly yours,
/s/ KPMG Peat Marwick, LLP
