SOI INDUSTRIES INC
8-K, 1996-08-21
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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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


                                                               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.

During the fiscal year ended 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, 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.



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<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:  August 21, 1996


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<PAGE>




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