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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
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 7, 1997
ANDOVER TOGS, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 0-14674 13-5677957
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation)
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1333 BROADWAY
NEW YORK, NEW YORK 10018
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 212-244-0700
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Andover Togs, Inc. (the "Company") has determined to change its
independent accountants. Accordingly, the Company has retained Mahoney Cohen
Rashba & Pokart, CPA, PC as its new accountants (the "New Accountants") to audit
its financial statements for the fiscal years ending November 30, 1996 and 1997.
The New Accountants replace the firm of Deloitte & Touche, LLP (the "Former
Accountants"), who had audited the Company's financial statements for the fiscal
years ending November 30, 1985 through 1995. The decision to change independent
accountants was unanimously approved by the Company's Board of Directors,
including all members of the Audit Committee of the Board of Directors, on March
7, 1997 (the "Effective Date").
The audit report of the Former Accountants on the consolidated financial
statements of the Company as of and for the fiscal year ended November 30, 1994
did not contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting principles.
On March 19, 1996, before the audit report of the Former Accountants on the
consolidated financial statements of the Company as of and for the fiscal year
ended November 30, 1995 had been issued, the Company filed a petition for
reorganization under Chapter 11 of the U.S. Bankruptcy laws (the "Bankruptcy
Proceeding"). At the time of such filing and in the weeks leading up to such
filing, due to the Company's then non-compliance with certain provisions of its
financing agreements, the Former Accountants had advised the Company that their
audit report for the fiscal year ended November, 1995, when issued, would
contain a statement regarding the uncertainty of the Company to continue as a
going concern. Except as set forth in the preceding sentence, it was not
anticipated that the audit report of the Former Accountants on the consolidated
financial statements of the Company as of and for the fiscal year ended November
30, 1995, when issued, would contain any adverse opinion or disclaimer of
opinion, nor would it be qualified or modified as to uncertainty, audit scope or
accounting principles. A letter from the Former Accountants is attached hereto
as Exhibit 16 to this Current Report on Form 8-K. The Former Accountants
continue to be retained by the Company to prepare and complete the audit report
on the consolidated financial statements of the Company as of and for the fiscal
year ended November 30, 1995.
During the Company's two most recently completed fiscal years and the
subsequent interim period up to the Effective Date there were no disagreements
between the Company and the Former Accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which such disagreements, if not resolved to the satisfaction of the
Former Accountants, would have caused it to make reference to the matter of
disagreement in its report. During the two most recently completed fiscal years
and the subsequent interim period up to the Effective Date, the Company has not
been advised by the Former Accountants of any of the reportable events listed in
Item 304(a)(1)(v)(A) through (D) of Regulation S-K (the "Regulation").
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In connection with the Company's Bankruptcy Proceeding and in view of
its significantly reduced sales figures, the Company has concluded that it
should retain the New Accountants. At the time of the commencement of the
Bankruptcy Proceeding, the Former Accountants were creditors of the Company and
accordingly, except to issue their report with respect to the 1995 fiscal year,
could not be retained to render ongoing services to the Company. Accordingly,
the Company retained the New Accountants to prepare and complete the audit
report on the consolidated financial statements of the Company as of and for the
fiscal year ended November 30, 1996 and for the upcoming fiscal year ending
November 30, 1997. During the Company's two most recently completed fiscal years
and the interim period prior to the engagement of the New Accountants, the
Company (or someone on its behalf) did not consult the New Accountants regarding
either (i) 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 (ii) any matter that was either the
subject of a disagreement (as such term is used in Item 304(a)(1)(iv) of the
Regulation and the related instruction to Item 304 of the Regulation) or any of
the reportable events listed in Item 304(a)(1)(v)(A) through (D) of the
Regulation.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
Exhibit No. Description
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16 Letter from Deloitte & Touche, LLP dated March 19, 1997.
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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 hereunto duly authorized.
ANDOVER TOGS, INC.
(Registrant)
March 19, 1997
By: /s/ William L. Cohen
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William L. Cohen,
Chairman, President and
Chief Executive Officer
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[LETTERHEAD OF DELOITTE & TOUCHE, LLP]
March 19, 1997
Securities and Exchange Commission
Washington, D.C. 20549
We have read the statements made by Andover Togs, Inc. in its Current Report on
Form 8-K, dated March 7, 1997, which we understand will be filed with the
Securities and Exchange Commission. We agree with the statements concerning our
firm in such Form 8-K.
Deloitte & Touche, LLP
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