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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 17, 1997
Date of Report (Date of earliest event reported)
ODD'S-N-END'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19908 16-1205515
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
5000 Winnetka Avenue North
New Hope, Minnesota 55428
(Address of principal executive offices)
(612) 533-1169
(Registrant's telephone number, including area code)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Universal International, Inc. (the "Company") owns 40.5% of the common
stock of the Registrant. In connection with that investment the Registrant
decided to use the same independent accountants as the Company. On December 17,
1997, the Company decided to change independent accountants. The Registrant
continues to believe that it is efficient and prudent to continue to use the
same independent accountants as the Company.
Accordingly, on December 17, 1997, the Registrant determined that the
Registrant's former independent accountants, Coopers & Lybrand L.L.P., would not
be retained to handle the audit for the Registrant for the year ending December
31, 1997.
Other than the inclusion of an explanatory paragraph with respect to
substantial doubt about the Registrant's ability to continue as a going
concern to the Registrant's consolidated financial statements as of and for
the years ended December 31, 1996 and 1995, the reports of Coopers & Lybrand
L.L.P., on the Registrant's financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The Registrant's Chief Executive Officer participated in the discussions
pertaining to and approved the decision to terminate the relationship with
Coopers & Lybrand L.L.P. as the Registrant's independent public accountants.
In connection with its audits as of and for the years ended December 31,
1996 and 1995, there have been no disagreements between the Registrant and
Coopers & Lybrand L.L.P., 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 Coopers & Lybrand L.L.P.,
would have caused it to make reference thereto in its report on the financial
statements for the Registrant for such years.
The Registrant has provided its former independent accountants with a copy
of this Form 8-K and has requested them to furnish the Registrant with a letter,
addressed to the Commission, regarding their position with respect to the matter
discussed herein.
The Registrant will engage the services of Arthur Andersen LLP in
connection with its next audit for the year ending December 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Filed herewith are the following exhibits:
Exhibit 16 Letter re: Change in Certifying Accountant dated December 22, 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 thereunto duly authorized.
ODD'S-N-END'S, INC.
(Registrant)
Dated: December 23, 1997 By /s/ Mark H. Ravich
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Mark H. Ravich
Its President
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EXHIBIT 16
December 22, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Odd's-N-End's, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of December
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P.
