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): April 18, 1997
DIVERSIFIED CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Texas 0-13984 75-1565578
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
12801 N. Central Expressway, Suite 350
Dallas, Texas 75243
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 458-8500.
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
(i) On April 18, 1997, Diversified Corporate Resources,
Inc. (the "Company") notified Weaver and Tidwell L.L.P.
("Weaver") of its intention to replace Weaver as its
principal accountants, effective immediately. The
action was approved by the Company's Board of
Directors.
(ii) Weaver's reports on the Company's financial statements
for the 1995 and 1996 fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii)During the 1995 and 1996 fiscal years and the
subsequent interim period from January 1, 1997 to April
18, 1997, (A) there were no disagreements with Weaver
on any matter of accounting principles to auditing
scope or procedure, which disagreements, if not
resolved to the satisfaction of Weaver, would have
caused Weaver to make a reference to the subject matter
of the disagreements in connection with its reports in
the financial statements for such years, and (B) there
were no reportable events as described in Item 304 of
Regulation S-K.
(iv) The Company provided Weaver with a copy of this report
no later than the date this report was filed with the
Securities and Exchange Commission and has requested
that Weaver furnish it with the letter described in
Item 304(a)(3) of Regulation S-K. A copy of the letter
from Weaver to the Securities and Exchange Commission
described in Item 304(a)(3) of Regulation S-K is filed
as Exhibit 16.1 hereto.
(b) New Independent Accountants
(i) The Company has engaged Coopers & Lybrand L.L.P.
("Coopers") as of April 22, 1997 as the Company's
principal accountants to audit the Company's financial
statements for the 1996 and 1997 fiscal years. The
action was approved by the Company's Board of Directors
and will be submitted to the Company's shareholders for
ratification at the Company's 1997 Annual Meeting of
Shareholders. Neither the Company nor anyone on its
behalf has consulted with Coopers regarding (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
Company's financial statements, or (B) any matter that
was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S- K) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation
S-K).
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(ii) Pursuant to Item 304(a)(2)(D) of Regulation S-K, the
Company has requested Coopers to review this disclosure
before it is filed and has provided Coopers with the
opportunity to furnish the Company with a letter
addressed to the Commission containing any new
information, clarification of the Company's expression
of its views, or the respects in which it does not
agree with the statements made by the Company in this
disclosure. Coopers has advised the Company that it
does not have any new information or clarification of
the Company's expression of its views and that it
agrees with the statements made by the Company in this
disclosure.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements and Exhibits.
Not Applicable.
(b) Exhibits.
The exhibit listed in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.
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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, thereunto duly authorized.
Dated: April 25, 1997
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Ted Dillard
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Name: M. Ted Dillard
Title: President and Principal Financial Officer
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DIVERSIFIED CORPORATE RESOURCES, INC.
EXHIBIT INDEX TO FORM 8-K REPORT
Exhibit Description
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16.1 Letter from Weaver and Tidwell L.L.P.
dated April 25, 1997
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Exhibit 16.1
April 25, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20545
Gentlemen:
We have read the statements made by Diversified Corporate Resources, Inc.
(Commission File No. 0-13984) in Item 4 of the attached Form 8-K, which Form 8-K
we understand will be filed with the Commission with a date of report of April
18, 1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
WEAVER AND TIDWELL L.L.P.
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