SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (Date of earliest event reported): October 28, 1998
TOTAL RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15692 22-2072212
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Princeton Corporate Center
5 Independence Way, CN 5305
Princeton, New Jersey 08543
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 520-9100
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) Dismissal of Former Accountant.
Effective on October 22, 1998, Total Research Corporation (the
"Registrant") dismissed Amper, Politzimer & Mattia ("APM") as the Registrant's
principal independent accountants. The decision to change independent
accountants was recommended by the Audit Committee of the Registrant's Board of
Directors.
The reports of APM on the Registrant's financial statements as of and
for each of the fiscal years ended June 30, 1997 and 1998 did not contain an
adverse opinion or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles. In connection
with audits of the financial statements of the Registrant for the years ended
June 30, 1997 and 1998 and during the interim period through the date of APM's
dismissal, there were no disagreements between the Registrant and APM on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures which, if not resolved to APM's satisfaction, would
have caused APM to make reference to such matter in its reports. Further, during
such periods, there were no events of the type required to be reported pursuant
to Item 304(a)(1)(iv) of Regulation S-B.
The Registrant has requested that APM furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter is filed herewith as
Exhibit 16.1.
(b) Engagement of New Accountant.
On or about the date of the dismissal of APM, the Registrant appointed
Ernst & Young LLP ("Ernst & Young") as the Registrant's new independent
accountants.
During the Registrant's two most recent fiscal years or any subsequent
interim period prior to engaging Ernst & Young, neither the Registrant nor
anyone on its behalf consulted Ernst & Young regarding (i) the application of
accounting principles to any transaction; or the type of audit opinion that
might be rendered on the Registrant's financial statements, or (ii) any matter
that was either the subject of a disagreement or an event required to be
reported pursuant to Item 304(a)(1)(iv) of Regulation S-B.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits.
16.1 Letter Regarding Change in Independent Accountants.
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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.
TOTAL RESEARCH CORPORATION
Date: October 28, 1998 By:/s/Richard G. Morrow, Jr.
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Richard G. Morrow, Jr.
Vice President, Controller and Secretary
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[Letterhead of Amper, Politziner & Mattia P.A.]
October 27, 1998
Securities and Exchange Commission
Washington, DC 20549
We have read Form 8K dated October 27, 1998 of Total Research Corporation which
was provided to us regarding changes in registrants certifying accountants. We
agree with such report as it relates to Amper, Politziner & Mattia P.A.
/s/ Amper, Politziner & Mattia P.A.
AMPER, POLITZINER & MATTIA P.A.
