DWYER GROUP INC
8-K/A, 1995-08-28
INVESTORS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  ----------

                                  FORM 8-K/A
                                AMENDMENT NO. 2


                                CURRENT REPORT
               Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                                  ----------

                                 JULY 31, 1995
                               (Date of report)


                             THE DWYER GROUP, INC.
            (Exact name of registrant as specified in its charter)


   DELAWARE                        0-15227                       73-0941783
(State or other                  (Commission                   (IRS employer
jurisdiction of                  file number)                identification no.)
incorporation or
 organization)



                        1020 N. UNIVERSITY PARKS DRIVE
                                WACO, TX 76707
                   (Address of principal executive offices)

                                (817) 756-2122
                        (Registrant's telephone number,
                             including area code)


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        ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        On July 31, 1995, the Audit Committee of the Board of Directors of the 
Registrant approved the dismissal of Grant Thornton LLP as its independent 
public accountants and the appointment of Coopers & Lybrand L.L.P. as its 
independent public accountants, effective on such date.  The Registrant has not 
consulted Coopers & Lybrand L.L.P. prior to such appointment with respect to any
matter of accounting principles or practices, financial statement disclosure, 
auditing scope or procedure, or any disagreement with the Registrant's 
independent public accountants.  From 1989 until such date, the Company had 
engaged Grant Thornton LLP as its independent public accountants.  During the 
period of the engagement of Grant Thornton LLP by the Registrant, there were no 
disagreements between Grant Thornton LLP and the Registrant 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 
Grant Thornton would have caused them to make reference to the disagreements in 
any of their financial reports to the Registrant.  In addition, no report on the
financial statements of the Registrant rendered by Grant Thornton contained an 
adverse opinion or a disclaimer of opinion or was qualified or modified as to 
uncertainty, the scope of audit performed, or accounting principles.

        ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

           (a)  Not applicable.

           (b)  Not applicable.

           (c)  Exhibits.

                16.1  -  Letter of Grant Thornton dated August 8, 1995, 
                         regarding change in certifying accountant (previously 
                         filed).

                16.2  -  Letter of Grant Thornton dated August 24, 1995, 
                         regarding change in certifying accountant.




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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.



                                        THE DWYER GROUP, INC.



Dated:  August 25, 1995                 By:  /s/ Stephen E. Beatty
                                            ------------------------------------
                                        Stephen E. Beatty
                                        Chief Financial Officer and Treasurer



<PAGE>
 
                                                                    EXHIBIT 16.2

                 [GRANT THORNTON LLP LETTERHEAD APPEARS HERE]


August 24, 1995

Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  The Dwyer Group, Inc.
     File No. 0-15227


Gentlemen:

We have read Item 4 of the Form 8-K/A, Amendment No. 2 of The Dwyer Group, Inc. 
dated July 31, 1995, and agree with the statements contained therein.

Very truly yours,



/s/ Grant Thornton LLP







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