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) November 3, 1997
ACORN HOLDING CORP.
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(Exact name of registrant as specified in charter)
Delaware 814-29 59-2332857
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(State or other jurisdic- (Commission (IRS employer
tion of incorporation) file number) identification no.)
100 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 685-5654
ACORN VENTURE CAPITAL CORPORATION
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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) During the Registrant's two most recent fiscal years, the
Registrant has engaged the accounting firm of Coopers & Lybrand
L.L.P. ("C&L") as the independent accountants to audit the
Registrant's financial statements. As referred to in Item 5 below,
the stockholders of the Registrant approved the proposal to
withdraw the Registrant's election to be treated as a business
development company under the Investment Company Act of 1940 (the
"Act"). Because the financial statements of the Registrant will,
in the future, be prepared on a consolidated basis and Grant
Thornton LLP ("Grant Thornton") is presently the auditor for the
Registrant's principal subsidiary, the Registrant determined that
it would be appropriate to engage Grant Thornton as the auditor for
the Registrant for the fiscal year ended December 31, 1997.
Accordingly, the Registrant notified C&L on November 3, 1997 that
it will no longer utilize its services as independent accountants.
(b) On November 3, 1997, the Registrant engaged the firm of
Grant Thornton as its principal accountant to audit the
Registrant's financial statements for the fiscal year ending
December 31, 1997. The Registrant's decision to engage Grant
Thornton as the Registrant's independent accountants was approved
by its Board of Directors, upon recommendation of the Registrant's
Audit Committee.
(c) C&L's reports on the Registrant's financial statements
for the past two fiscal years did not contain an adverse opinion or
a disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. However, there
was an explanatory paragraph in each report relating to the
valuation of investments being based on the best estimate of the
Registrant's Board of Directors in the absence of readily
ascertainable market values.
(d) There has not occurred, during the two fiscal years ended
December 31, 1996, or in the subsequent interim period, any
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-
K of the Securities and Exchange Commission) with respect to C&L.
(e) During the two most recent fiscal years ended December
31, 1996, and in the subsequent interim period, there were no
disagreements with C&L on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which if not resolved to the satisfaction of C&L would
have caused C&L to make reference to the subject matter of the
disagreement in their reports on the Registrant's financial
statements for such periods.
(f) The Registrant is filing herewith the letter dated,
November 10, 1997, from C&L addressed to the Securities and
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<PAGE>
Exchange Commission (the "SEC"), stating that it agrees with the
statements contained herein.
Item 5. Other Events.
The Registrant held a Special Meeting of Stockholders (the
"Special Meeting") on November 3, 1997, at which a majority of the
outstanding voting shares of Common Stock, par value $.01 per share
(the "Common Stock"), voted in favor of a proposal to withdraw the
Registrant's election to be treated as a business development
company under the Act. The Registrant filed on November 4, 1997
with the SEC a notification on Form N-54C to withdraw the
Registrant's election to be subject to the provisions of Sections
55 through 65 of the Act. Accordingly, the Registrant is no longer
subject to regulation under the Act.
In addition, a vote of the majority of the outstanding
voting shares of Common Stock at the Special Meeting, approved a
proposal to amend the Registrant's Certificate of Incorporation to
change the Registrant's name to "Acorn Holding Corp." The
Registrant has been assigned a new CUSIP No. (004853 10 7).
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
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16 Letter from Coopers & Lybrand L.L.P. to
the SEC re: change in certifying
accountant.
99 Certificate of Amendment of the
Registrant's Certificate of Incorporation,
dated November 3, 1997.
SIGNATURE
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.
Dated: November 10, 1997
ACORN HOLDING CORP.
By:Stephen A. Ollendorff
_______________________
Stephen A. Ollendorff
Chairman and
Chief Executive Officer
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EXHIBIT 16
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103-2962
telephone (215) 963-8000
facsimile (215) 963-8700
November 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Acorn Venture Capital
Corporation (copy attached) which we understand will be
filed with the Commission, pursuant to Item 4 of 8-K, as
part of the Company's form 8-K report for the month of
November, 1997. We agree with the statement concerning our
Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
________________________
Coopers & Lybrand L.L.P.
STATE OF DELAWARE
Page 1
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "ACORN VENTURE CAPITAL
CORPORATION", CHANGING ITS NAME FROM "ACORN VENTURE CAPITAL
CORPORATION" TO "ACORN HOLDING CORP.", FILED IN THIS OFFICE ON
THE THIRD DAY OF NOVEMBER, A.D. 1997, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
Edward J. Freel
-----------------------------
Edward J. Freel,
Secretary of State
Authentication: 8736814
Date: 11-03-97
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ACORN VENTURE CAPITAL CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called
the "Corporation") is Acorn Venture Capital Corporation.
2. The certificate of incorporation of the
Corporation is hereby amended by striking out Article FIRST
thereof and by substituting in lieu of said Article FIRST the
following new Article:
"FIRST: The name of the Corporation is ACORN
HOLDING CORP."
3. The amendment of the Certificate of
Incorporation herein certified has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware by the approval of
the holders of a majority of the outstanding shares of capital
stock entitled to vote at a special meeting of stockholders
duly called and held for such purpose.
IN WITNESS WHEREOF, we have signed this Certificate
this 3rd day of November, 1997.
Stephen A. Ollendorf
____________________________
Stephen A. Ollendorff,
Chairman and Chief
Executive Officer
Attest:
Marian E. Gustafson
________________________________
Marian E. Gustafson
Assistant Secretary
