<PAGE>
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) March 1, 1996
Multi-Color Corporation
________________________________________________________________________
(Exact name of registrant as specified in its charter)
Ohio 0-16148 31-1125853
________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4575 Eastern Avenue, Cincinnati, Ohio 45226
________________________________________________________________________
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 321-5381
________________________________________________________________________
(Former name or former address, if changed since last report.)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective March 1, 1996, the Registrant through action of
its Audit Committee, engaged Grant Thornton LLP as its independent
auditors for the fiscal year ending March 31, 1996. The Registrant
informed its previous independent accountants, Arthur Andersen LLP of
its dismissal on March 1, 1996.
In connection with the audits of the two fiscal years ending
April 2, 1995 and during subsequent interim periods, there have been no
disagreements on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which,
if not resolved to the satisfaction of Arthur Andersen LLP, would have
caused Arthur Andersen LLP to make reference to the matter in their
report, except as follows. In connection with Arthur Andersen LLP's
report dated June 28, 1995, which is more fully described below, the
Registrant and Arthur Andersen LLP disagreed as to the extent of
modifications that would be appropriate to the Registrant's then
existing bank loan covenants so to enable the Registrant to comply with
such covenants during fiscal 1996 as well as cure the then existing
events of noncompliance. The disagreement was resolved to the
satisfaction of Arthur Andersen LLP. Arthur Andersen LLP discussed the
subject matter of the disagreement with the Registrant's management and
members of the Registrant's Audit Committee and Board of Directors. The
Registrant has authorized Arthur Andersen LLP to respond fully to the
inquiries of Grant Thornton, LLP concerning the subject matter of the
disagreement.
The reports of Arthur Andersen LLP on the consolidated financial
statements for the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles except that the
report dated June 28, 1995 contained the following statement:
As discussed in Notes 1 and 3 to the financial statements,
the Company has suffered recurring losses from operations,
is in violation of certain loan covenants that give the
lenders the right to accelerate the due date of their loans,
and has a net working capital deficiency that raise
substantial doubt about the Company's ability to continue as
a going concern.
The Registrant has requested Arthur Andersen LLP to furnish
it a letter addressed to the Commission stating whether it agrees with
the above statement. A copy of that letter, dated March 8, 1996, is
filed as Exhibit 16.1.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Commission,
dated March 8, 1996, regarding its agreement with the statements made in
the Current Report on Form 8-K.
<PAGE>
INDEX TO EXHIBITS
MULTI-COLOR CORPORATION
Number
Exhibit Description
16.1 Letter from Arthur Anderson & Co. to the Commission, dated March 8,
1996, regarding its agreement with the statements made in the
Current Report on Form 8-k
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.
MULTI-COLOR CORPORATION
Date: March 8, 1996 /s/John C. Court
_______________________________
John C. Court
President, Chief
Executive Officer
<PAGE>
EXHIBIT 16.1
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO. SC
March 8, 1996
The Securities and Exchange Commission:
We have read Item 4 included in the attached Form 8-K dated
March 8, 1996 of Multi-Color Corporation filed with the Securi-
ties and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
