SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 30, 1996
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PRECISION STANDARD, INC.
(Exact name of registrant as specified in its charter)
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Colorado 0-13829 84-0985295
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction) Identification No.)
One Pemco Plaza
1943 50th Street North
Birmingham, Alabama 35212
(Address of principal executive offices)
Registrant's telephone number, including area code: (205) 591-3009
<PAGE>
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 30, 1996, Precision Standard, Inc. (the "Company") was
informed by Coopers & Lybrand L.L.P. ("C&L"), that C&L would not submit a
bid to continue to act as the Company's independent auditors for the year
ending December 31, 1996, nor would C&L stand for re-election as the
Company's certifying accountant in 1997. C&L had served as the Company's
independent auditors since 1988.
As a result of a desire to compare the quality, timeliness and price
of the auditing services of C&L with its competitors, the Audit Committee
had previously directed the officers of the Company to solicit bids from
several public accounting firms. C&L declined to submit a bid and
informed the Company of its decision by letter dated December 30, 1996.
The reports of C&L on the financial statements of the Company for
each of the two fiscal years in the period ended December 31, 1995 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
In the opinion of management of the Company, the financial statements
contained in the Company's report on Form 10-Q for the third quarter of
1996 appropriately reflect all business transactions and all adjustment
necessary for a fair presentation of the financial position and the
results of operations of the Company for the periods presented.
During the Company's two most recent audited fiscal years (1994 and
1995) and the current unaudited interim year (1996), there were no
"disagreements" (as that term is used in Item 304 of Regulation S-K)
between C&L and the Company on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The Company has authorized C&L to respond fully to the inquiries of
the Company's successor accountant and has requested that C&L provide the
Company with a letter addressed to the SEC, as required by Item 304(a)(3)
of Regulation S-K, so that Company can file such letter with the SEC
within ten business days after the filing of this report. The Company has
not yet selected a successor to C&L but expects to do so in the near
future.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99 Letter from Matthew L. Gold to Coopers & Lybrand L.L.P. dated
December 20, 1996 requesting proposal for annual audit expenses.
99 Letter to Matthew L. Gold from Coopers & Lybrand L.L.P. dated
December 30, 1996, confirming termination of client-auditor
relationship.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on January 2, 1997.
PRECISION STANDARD, INC.
By:/s/ Matthew L. Gold
Matthew L. Gold
President
EXHIBIT INDEX
EXHIBIT MEHTOD OF FILING
- ------- -----------------
99 Letter from Matthew L. Gold to
Coopers & Lybrand L.L.P. dated
December 20, 1996 requesting
proposal for annual audit expenses. Filed herewith electronically
99 Letter to Matthew L. Gold from
Coopers & Lybrand L.L.P. dated
December 30, 1996, confirming
termination of client-auditor
relationship. Filed herewith electronically
EXHIBIT 99
PRECISION STANDARD INC.
1225 17th Street
Suite 1800
Denver, Colorado 80202
302-292-6565
Fax 303-292-6611
December 20, 1996
Mr. Dale B. Baylet
Partner
Coopers & Lybrand
Management Consulting Services
1100 Campanile Building
1155 Peachtree Street
Atlanta, GA 30309
Dear Dale:
As you know, the management of PSI has for some time been looking into
every aspect of its operations in an effort to reduce costs and improve
profitability.
In concert with this effort, the Audit Committee of the Board has directed
management to research and evaluate ways to reduce the Company's annual
audit expenses, including a re-compete for our account.
Accordingly, I would be grateful if you would review the anticipated scope
of this year's audit and advise me of its likely cost at your earliest
possible convenience as the Committee wishes to make any necessary
decisions very early in January.
I look forward to hearing from you soonest.
Best regards for the holidays.
Sincerely,
/s/ Matthew L. Gold
Matthew L. Gold
Chairman, President
and Chief Executive Officer
MLG:vss
EXHIBIT 99
COOPERS & LYBRAND L.L.P.
a professional services firm
1100 Campanile Building
1155 Peachtree Street
Atlanta, Georgia 30309-3630
telephone (404) 870-1100
facsimile (404) 870-1239
December 30, 1996
Mr. Matthew L. Gold
Chairman and Chief Executive Officer
Precision Standard Inc.
1225 17th Street
Suite 1800
Denver, Colorado 80202
Dear Mr. Gold:
This is to confirm that the client-auditor relationship between Precision
Standard Inc. (Commission File Number 0-13829) and Coopers & Lybrand
L.L.P. has ceased.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
