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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: January 28, 1998
SUNBELT NURSERY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9031 75-1932993
(State of incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
32382 Del Obispo Street, San Juan Capistrano, CA 92675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 248-3811
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On January 28, 1998, Sunbelt Nursery Group, Inc. ("Sunbelt") was
informed that Price Waterhouse LLP ("PW") declined to stand for re-
election as Sunbelt's independent accountants.
(ii) PW's reports on Sunbelt's financial statements for the year ended
January 28, 1996, the five-month period ended June 30, 1996 and for
the year ended June 29, 1997 contained no adverse opinion or a
disclaimer of opinions, and were not qualified or modified as to
uncertainty, audit scope or accounting principle except that PW's
report on Sunbelt's financial statements for the year ended June 29,
1997 contained an explanatory paragraph regarding Sunbelt's ability
to continue as a going concern.
(iii) In connection with its audits for the year ended January 28, 1996,
the five-month period ended June 30, 1996, the year ended June 29,
1997 and the subsequent interim period through January 28, 1998,
there have been no disagreements between Sunbelt and PW on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of PW, would have caused them to
make reference to the subject matter of the disagreements in
connection with their reports on financial statements for such
periods.
(iv) The Registrant has requested that PW furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated February 2, 1998, is filed
as Exhibit 16 to this Form 8-K.
(b) Current independent accountants
(i) Effective January 29, 1998, Sunbelt engaged Grant Thornton LLP as
its principal accountants. During the last two fiscal years and the
subsequent interim period to the date hereof, Sunbelt did not
consult Grant Thornton LLP regarding any of the matters or events
set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K.
(ii) The decision to engage Grant Thornton LLP was approved by Sunbelt's
Board of Directors.
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Item 7 Financial Statements and Exhibits
(c) Exhibits
16. The response letter of Price Waterhouse LLP
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.
SUNBELT NURSERY GROUP, INC.
Dated: February 3, 1998 By: /s/ TIMOTHY R. DUOOS
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Timothy R. Duoos
Chairman of the Board,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16. The response letter of Price Waterhouse LLP
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EXHIBIT 16
[LETTERHEAD OF PRICE WATERHOUSE LLP]
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Sunbelt Nursery Group, Inc.
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We have read Item 4 of Sunbelt Nursery Group, Inc.'s Form 8-K dated January 28,
1998 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
