SOI INDUSTRIES INC
8-K/A, 1996-09-05
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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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


                                                         August 14, 1996
Date of Report (Date of earliest event reported) _______________________________


                             S.O.I. INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

               1-12572                                 59-2158586
- ---------------------------------         --------------------------------------
    (Commission File Number)                 (IRS Employer Identification No.)


              16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                   (Zip Code)


                                                               AC 214/248-1922
         Registrant's telephone number, including area code ____________________


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

I.

The accounting firm of Coopers & Lybrand,  L.L.P.,  the independent  accountants
for the Registrant,  were dismissed on August 14, 1996 as per the recommendation
of the Company's Board of Directors.

During the fiscal years ended June 30, 1995 and June 30,  1996,  and the interim
period  subsequent  to June 30,  1996,  there  have been no  disagreements  with
Coopers & Lybrand,  L.L.P. on any matter of accounting  principles or practices,
financial statement  disclosure or auditing scope or procedure or any reportable
events.

Coopers & Lybrand,  L.L.P.'s  report on the financial  statements for the fiscal
year ended June 30, 1995  contained no adverse  opinion or disclaimer of opinion
and was not qualified or modified as to  uncertainty,  audit scope or accounting
principles.

The Registrant has requested that Coopers & Lybrand,  L.L.P.,  furnish it with a
letter  addressed to the Securities and Exchange  Commission  stating whether it
agrees with the above statements.

II.

Due to the fact  that  the  accounting  firm  Coopers  &  Lybrand,  L.L.P.,  the
independent accountants for the Registrant, was dismissed as of August 14, 1996,
the  Registrant  engaged the  accounting  firm of S.W.  Hatfield + Associates as
independent accountants for the Registrant, effective as of August 14, 1996.

During the fiscal years ended June 30, 1995 and June 30,  1996,  and the interim
period  subsequent to June 30, 1996, there have been no consultations  with S.W.
Hatfield +  Associates  on any  matter of  accounting  principles  to a specific
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on the Registrant's financial statements.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

16.2 Letter  dated  September  5, 1996,  from  Coopers & Lybrand  L.L.P.  to the
     Securities and Exchange Commission.

                                        2

<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                             S.O.I. INDUSTRIES, INC.

                                                   /s/ Kevin B. Halter
                                           By: _________________________________
                                                   Kevin B. Halter, President


Dated:  September 5, 1996


                                        3

<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number
- ------
16.2     Letter dated September 5, 1996, from Coopers & Lybrand L.L.P.
         to the Securities and Exchange Commission

                                        4

<PAGE>


                                  EXHIBIT 16.2


                                        5

<PAGE>

September 5, 1996


Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements  make by S.O.I.  Industries,  Inc. (copy  attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form  8-K/A,  as part of the  Company's  Form 8-K report for the month of August
1996. We agree with the statements concerning our Firm in such Form 8-K/A.

Very truly yours,


/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.


<PAGE>



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