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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) February 7, 1996
TOTAL RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15692 22-22072212
(State or other jurisdiction of (Commission File No. (I.R.S. Employer ID)
incorporation)
Princeton Corporate Center
5 Independence Way
CN 5305
Princeton, NJ 08543-5303 (609) 520-9100
(Address of Principal Executive Offices) (Registrant's Telephone
Number)
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Item 1: Change in Control of the Registrant
Not Applicable
Item 2: Acquisition or Disposal of Assets
Not Applicable
Item 3: Bankruptcy or Receivership
Not Applicable
Item 4: Changes in Registrant's Certifying Accountant
a) Previous Independent Accountants
I. On February 7, 1996, Price Waterhouse LLP declined to stand for
re-election as the Registrant's independent accountants.
II. The reports of Price Waterhouse LLP on the financial
statements for the past two years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle.
III. In connection with its audits for the two most recent fiscal
years and through February 7, 1996, there have been no
disagreements with Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements
if not resolved would have caused them to make reference
thereto in their report on the financial statements for such
years.
IV. During the two most recent fiscal years through February 7,
1996, there have been no reportable events (as defined in
Regulation S-K, Item 304(a)(l)(v)).
V. The Registrant has requested that Price Waterhouse LLP furnish
it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements.
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b) New Independent Accountants
I. The Registrant engaged Amper, Politziner & Mattia as its
principal accountants for the Registrant as of February 9, 1996
for the audit of the Registrant's financial statements for the
fiscal year ending June 30, 1996. During the two most recent
fiscal years and through February 7, 1996, the Registrant has not
consulted with Amper Politziner & Mattia on items which (1) were
or should have been subject to SAS 50 and (2) concerned the
subject matter of a disagreement or reportable event with the
former auditor (as described in Regulation S-K, Item 304*a)(2)).
II. The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change independent
accountants.
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(c) Exhibits
I. Letter From Price Waterhouse LLP dated February 9, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
in its behalf by the undersigned thereunto duly authorized.
Total Research Corporation
Registrant
February 9, 1996
By: /s/ Eric C. Zissman
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Eric C. Zissman
Chief Accounting Officer
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EXHIBIT INDEX
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Exhibit No. 99.I Letter From Price Waterhouse LLP dated February 9, 1996
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[LETTERHEAD PRICE WATERHOUSE LLP]
February 9, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
Total Research Corporation
We have read item 4 of Total Research Corporation's Form 8-K dated February 9,
1996 and are in agreement with the statements contained in paragraph 4(a)
therein.
Sincerely,
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
