- --------------------------------------------------------------------------------
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
--------------------------------------------
Date of Report (Date of earliest event reported) May 1, 1996
WINSTON RESOURCES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9629 13-3134278
- -------------------------------------------------------------------------------
(State or other juris- Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
535 Fifth Avenue, New York, New York 10017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 557-5000
--------------
- --------------------------------------------------------------------------------
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants.
(i) On May 1, 1996, upon consultation with the Audit Committee of the
Board of Directors, Winston Resources, Inc. (the "Registrant") replaced Richard
A. Eisner & Company, LLP as its independent accountants for the current fiscal
year ending December 31, 1996.
(ii) The reports of Richard A. Eisner & Company, LLP on the financial
statements of the Registrant 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.
(iii) The Board of Directors of the Registrant participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through May 1, 1996, there have been no disagreements with Richard A. Eisner
& Company, LLP 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 Richard A. Eisner & Company, LLP would have
caused them to make reference thereto in their report on the financial
statements for such years.
(v) During the Registrant's two most recent fiscal years and through May
1, 1996, Richard A. Eisner & Company, LLP has not advised the Registrant with
respect to items described in Regulation S-B, Item 304(a)(1)(iv)(B).
(vi) The Registrant requested that Richard A. Eisner & Company, LLP
furnish it with a letter addressed to the Securities and Exchange Commission
(the "Commission") stating whether or not it agrees with the above statements. A
copy of such letter, dated May 6, 1996, is filed as an Exhibit to this Form
8-K.
(b) New Independent Accountants.
(i) The Registrant simultaneously engaged Ernst & Young, LLP as its new
independent accountants for the current fiscal year.
(ii) Other than as described above, the Registrant has not consulted
with Ernst & Young, LLP on (A) applications of accounting principles to a
specified transaction, either completed or proposed., (B) the type of auditing
opinion that might be rendered on the Registrant's financial statements, and
neither a written report was provided to the Registrant nor oral advice was
provided that Ernst & Young concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or financial
-2-
<PAGE>
reporting issue or (C) any matter that was either the subject of a disagreement
or a reportable event as such terms are defined in Regulation S-B Item
304(a)(1)(iv).
Item 7. Financial Statements and Exhibits.
Exhibit 16. Letter from Richard A. Eisner & Company, LLP regarding
change in independent accountant.
-3-
<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 hereunto duly authorized.
WINSTON RESOURCES, INC.
Date: May 7, 1996 By: /s/ Seymour Kugler
----------------------
Seymour Kugler
Chief Executive Officer
Exhibit 16
[LOGO] [RICHARD A. EISNER LETTERHEAD]
May 6, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Winston Resources, Inc.
Ladies and Gentlemen:
We have read Item 4 of the current report on Form 8-K dated May 1, 1996
filed by Winston Resources, Inc. and we are in agreement with the statements
contained in Items a(ii), a(iv), a(v) and a(vi) thereof.
Very truly yours,
/s/ Richard A. Eisner & Company LLP
