SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 6, 1996
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MAGICWORKS ENTERTAINMENT INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
2-96614-D 87-0425513
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(Commission File Number) (IRS Employer Identification No.)
930 WASHINGTON AVENUE, 5TH FLOOR
MIAMI BEACH, FLORIDA 33139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 532-1566
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(Former name or former address, if changed since last report)
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ITEM 4. On July 30, 1996, Shadow Wood Corporation, a Delaware corporation now
known as Magicworks Entertainment Incorporated (the "Registrant"), merged (the
"Merger") with Magicworks Entertainment Incorporated, a privately-held Florida
corporation (the "Acquiree"). The Registrant was the survivor of the Merger,
which resulted in a change in control of the Registrant.
Immediately prior to the Merger, the Acquiree, which had been formed
as a holding company to facilitate the consolidation of the operations of each
of Diamond Bullet Merchandising, Inc., a Florida corporation, Touring Artists
Group, Inc., a Florida corporation, Touring Artists Group, Inc., an Ohio
corporation, Performing Arts Management of North Miami, Inc., a Florida
corporation, Magic Promotions, Inc., a Florida corporation and Magic Promotion,
Inc., an Ohio corporation, all of which shared common control, but which had
operated previously as independent corporations (the foregoing corporations are
referred to herein collectively as the "Constituent Corporations") acquired 100%
of the capital stock of each of the Constituent Corporations (the
"Consolidation").
Ernst & Young LLP (Ernst & Young) acted as the independent auditors
for certain of the Constituent Corporations in connection with a private
placement transaction that closed on July 31, 1996 and in connection with a
Registration Statement on Form S-1 which was filed on October 1, 1996. On
November 6, 1996, the Registrant dismissed Ernst & Young as its independent
auditors and in connection therewith retained Arthur Andersen LLP to act as its
new independent auditing firm. The audit committee of the Registrant's Board of
Directors recommended and approved the change in the Registrant's independent
auditors.
Ernst & Young's reports on the combined financial statements of
Magicworks Entertainment and the combined financial statements of Magic
Promotion, Inc. for the two years ended December 31, 1995 and the financial
statements of Diamond Bullet Merchandising for the year ended December 31, 1995
did not contain any adverse opinions or disclaimers of opinion, nor were any of
such reports qualified or modified as to uncertainty, audit scope or accounting
principles.
During two most recent fiscal years and subsequent interim period of
Magicworks Entertainment, there were no disagreements between Magicworks
Entertainment and Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernest & Young, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports.
None of the reportable events listed in Item 304(a)(1)(v) of
Regulation S-K occurred with respect to the Registrant during the Registrant's
two most recent fiscal years and the subsequent interim period preceding Ernst &
Young's dismissal.
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The Registrant has requested that Ernst & Young furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether Ernst & Young agrees or disagrees with the above statements. A
copy of this letter is attached hereto as Exhibit 16.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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16.1 Letter dated January 3, 1997, from Ernst & Young
regarding concurrence or disagreement with statements
made in this Current Report on Form 8-K
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.
MAGICWORKS ENTERTAINMENT
INCORPORATED
Dated: January 3, 1997 By:/S/BRAD KRASSNER
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Brad Krassner,
Co-Chairman of the Board
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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16.1 Letter dated January 3, 1997, from Ernst & Young LLP
regarding concurrence or disagreement with statements made
in this Current Report on Form 8-K.
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EXHIBIT 16.1
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ERNST & YOUNG LLP /bullet/ CERTIFIED PUBLIC ACCOUNTANTS /bullet/ Phone: 561 655 8500
Phillips Point, West Tower Fax: 561 838 4191
Suite 1200
777 South Flagler Drive
West Palm Beach, Florida 33401
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January 3, 1997
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 3, 1997 of Magicworks
Entertainment Incorporated and are in agreement with the statements contained in
the third, fourth, fifth and sixth paragraphs on page 2 therein. We have no
basis to agree or disagree with the other statements of the Registrant contained
therein.
Very truly yours,
/s/ Ernst & Young LLP
