UNICO INC
8-K/A, 1996-12-12
DIRECT MAIL ADVERTISING SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                      FORM 8-K/A

                                    CURRENT REPORT
                          Pursuant To Section 13 or 15(d) of
                         The Securities Exchange Act of 1934


                                  November 26, 1996
                                  -----------------

                   Date Of Report (Date of Earliest Event Reported)


                                     UNICO, INC.
                                     -----------

                (Exact Name Of Registrant As Specified In Its Charter)

                            Commission File Number 0-15303



         Delaware                                            73-1215433
         --------                                            ----------
 (State or other jurisdiction                       (IRS Employer Identification
of incorporation or organization)                              Number)


                        8380 ALBAN ROAD, SPRINGFIELD, VA 22150
                        --------------------------------------

                       (Address of principal executive offices)

                                    (703) 644-0200
                                    --------------

                 (Registrant's telephone number, including area code)


              Common Shares Outstanding on September 30, 1996: 8,206,309

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days.

                /X/   Yes                  / /   No


                                                                     Page 1 of 4

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                                      FORM 8-K/A


   Item 1 --  CHANGES IN CONTROL OF REGISTRATION

              Not applicable.


   Item 2 --  ACQUISITION OR DISPOSITION OF ASSETS

              Not applicable.


   Item 3 --  BANKRUPTCY OR RECEIVERSHIP

              Not applicable.


   Item 4 --  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


         The Board of Directors of UNICO, Inc. (the "Corporation") has approved
the selection of Aronson, Fetridge & Weigle to replace Arthur Andersen, LLP as
the Corporation's independent accountants effective as of November 26, 1996.
Arthur Andersen, LLP served as the Corporation's independent accountants for all
fiscal years since 1994. Prior to 1994, the Corporation's independent
accountants were Deloitte and Touche, LLP.

         The reports from Arthur Andersen, LLP on the consolidated financial 
statements of the Corporation for the past two years did not contain any 
adverse opinion or disclaimer of opinion, nor were they modified as to 
uncertainty, audit scope, or accounting principle, except that the audit 
opinion for the year ended December 31, 1995 was qualified as to the Going 
Concern status of the Corporation. There have not been any disagreements 
between the Corporation and Arthur Andersen, LLP on any matter of accounting 
principles or practices, consolidated financial statement disclosure or audit 
scope or procedure.

         The decision to retain the services of Aronson, Fetridge & Weigle 
and to dismiss Arthur Andersen, LLP on November 26, 1996 is based upon the 
economic savings related to the use of Aronson, Fetridge & Weigle over Arthur 
Andersen, LLP.  The Corporation has not requested or obtained any advice from 
Aronson, Fetridge & Weigle concerning any material accounting, auditing or 
financial reporting issue regarding the application of accounting principles 
to a specified transaction or the type of audit opinion that might be 
rendered on the Corporation's consolidated financial statements.

                                                                    Page 2 of 4

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   Item 5 --  OTHER EVENTS

              Not applicable.


   Item 6 --  RESIGNATIONS OF REGISTRANT'S DIRECTORS

              Not applicable.


   Item 7 --  FINANCIAL STATEMENTS AND EXHIBITS

              (c) Exhibits
                  (16)  Letter on Change in Certifying Accountant


   Item 8 --  CHANGE IN FISCAL YEAR

              Not applicable.

                                                                    Page 3 of 4

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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.


Date: November 26, 1996                                UNICO, INC.
                                                       ----------
                                                       (Registrant)


                                                       /s/ GERARD R. BERNIER


                                                       -------------------------
                                                       Gerard R. Bernier
                                                       Chief Executive Officer
                                                       and President


                                                                    Page 4 of 4

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    Exhibit 16


December 3, 1996


SECURITIES AND EXCHANGE COMMISSION
450 Fifth St., NW
Washington, DC 20549


To Whom It May Concern:


We have read the second paragraph of Item 4 included in the attached Form 
8-K/A dated November 26, 1996 of Unico, Inc. which we understand will be 
filed with the Securities and Exchange Commission and are in agreement 
with the statements contained therein.

Very truly yours,


Arthur Andersen, LLP
TA



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