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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
__________________________
Date of Report (Date of
earliest event reported): September 28, 1995
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CONQUEST INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 76-0206582
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
1-10206
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(Commission File Number)
6400 West Gross Point Road
Niles, Illinois 60714
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (708) 647-7500
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Page 1 of 3 Pages
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ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On the recommendation of its Audit Committee and by action of its Board of
Directors, Registrant, on September 28, 1995, retained BDO Seidman LLP ("BDO
Seidman") as independent public accountants to audit its financial statements
for the fiscal year ended September 30, 1995 and terminated (except for certain
continuing work in connection with a pending registration of certain securities
of the Registrant under the Securities Act of 1933, as amended) the engagement
of the firm of Grant Thornton LLP ("Grant Thornton") as independent public
accountants for Registrant, effective September 28, 1995. BDO Seidman was not
consulted prior to their engagement with respect to any issues of the type
required to be disclosed herein.
Grant Thornton's report on the Registrant's financial statements for the
fiscal years ended September 30, 1994 and 1993 contained no adverse opinion or
a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles. The report contained an emphasis
paragraph indicating the Company has recorded an estimate of the value upon the
disposition of its aviation operations at $4,250,000 and that it is reasonably
possible that the ultimate amount, if any, obtained upon disposition of the
aviation operations could be lower than the carrying value.
In connection with its audits for the fiscal years ended September 30, 1994
and 1993 and in the subsequent interim period preceding the termination of
Grant Thornton and the engagement of BDO Seidman, there have been no
disagreements with Grant Thornton on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of Grant Thornton, would have caused
it to make a reference to the subject matter of the disagreements in connection
with its report.
No "reportable event" (as defined in Regulation S-K, Item 304) has occurred
within the last two years or the subsequent interim period preceding the
termination of Grant Thornton.
Registrant has requested that Grant Thornton furnish Registrant with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the foregoing statements. A copy of Grant Thornton's letter to the
Securities and Exchange Commission is filed as an exhibit to this Form 8-K.
ITEM 7. EXHIBITS.
1 - Letter from Grant Thornton re: change in certifying accountants.*
__________________________________
* [Filed herewith.]
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SIGNATURE
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.
Date: September 29, 1995
CONQUEST INDUSTRIES INC.
(Registrant)
By: /s/ Jerry Karlik
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Name: Jerry Karlik
Title: Chief Financial Officer
Page 3 of 3 Pages
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EXHIBIT INDEX
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Exhibit No. Description
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Ex-99.1 Letter from Grant Thornton re: change in certifying
accountants.
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[GRANT THORNTON LETTERHEAD]
October 5, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Conquest Industries Inc.
File No. 1-10206
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Conquest Industries Inc., dated
September 28, 1995, and agree with the statements contained therein. We have
no basis to comment on the last sentence of the first paragraph.
Very truly yours,
/s/ Grant Thornton LLP
