SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) :
November 22, 1996
SHARED TECHNOLOGIES FAIRCHILD INC.
DELAWARE 0-17366 87-0424558
(State of other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number Identification No.)
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (860) 258-2400
Total number of sequentially numbered paged in this filing, including
exhibits hereto:
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Item 4.
(i) Pursuant to section 5.04(a) of the Company's Credit Agreement dated
March 12, 1996, effective November 18, 1996, Rothstein, Kass & Company, P.C.,
the registrant's independent public accountant was dismissed.
(ii) Rothstein, Kass & Company, P.C.'s reports for the years ended December
31, 1995 and December 31, 1994 did not contain an adverse opinion or a
disclosure of opinion, and were not qualified or modified as to uncertainty
and/or their scope, or accounting principal.
(iii) The decision to change independent public accountants was approved
by the Audit Committee of the Company's Board of Directors.
(iv) During the past two fiscal years and the interim period from January
1, 1996 to November 22, 1996, there were no disagreements between management and
Rothstein, Kass & Company, P.C. on any matter of accounting principal or
practices, financial statement disclosure or auditing scope or procedure.
(v) The Company has engaged Arthur Andersen LLP as Shared Technologies
Fairchild Inc.'s independent public accountants as of November 22, 1996.
<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.
Shared Technologies Fairchild Inc.
By: /s/ Vincent DiVincenzo
Vincent DiVincenzo
Senior Vice President-Finance
and Administration, Treasurer
and Chief Financial Officer
Date: November 22, 1996
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Shared Technologies Fairchild Inc.
(File No. 0-17366)
Gentlemen:
We were previously the principal accountants for Shared Technologies
Fairchild Inc. and on March 1, 1996, except for Notes 1, 7 and 18 as to which
the date is March 13, 1996,we reported on the consolidated financial statements
of Shared Technologies Fairchild Inc. and Subsidiaries, as of December 31, 1995
and 1994 and for each of the three years in the period ended December 31, 1995.
On November 22, 1996, we were dismissed as the principal accountants for Shared
Technologies Fairchild Inc. We have read Shared Technologies Fairchild Inc.
statements included pursuant to Item 4 in its Form 8-K dated November 22, 1996,
and we agree with the statements in Items i, ii, and iv thereof as they relate
to our firm.
Very truly yours,
Rothstein, Kass & Company, P.C.
Roseland, New Jersey
November 22, 1996
