<PAGE>
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
January 8, 1998
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)
<PAGE>
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,
1995 and 1996 AND THE INTERIM PERIOD THROUGH DECEMBER 17, 1997 (DATE OF
RESIGNATION, DECLINATION TO STAND FOR REELECTION OR DISMISSAL), 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. Coopers & Lybrand L.L.P. was not substantively
involved with the Registrant during the interim period ended December 17,
1997.
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 JANUARY 8, 1998
-2-
<PAGE>
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: January 8, 1998 By /s/ Mark H. Ravich
------------------------------------
Mark H. Ravich
Its President
-3-
