SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 1994
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of registrant as specified in its Charter)
Ohio HO-2879 31-0733928
(State or other (Commission (I.R.S Employer
jurisdiction of File Number) Identification No.)
of incorporation
or organization)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (513) 576-2400<PAGE>
INFORMATION TO BE INCLUDED IN AMENDMENT NO. 1 TO THE REPORT
Item 4. Changes in Registrant's Certifying Accountant
The response of KPMG Peat Marwick LLP ("KPMG") to the statements
included under Item 4 of the Registrant's Form 8-K dated October
26, 1994 is attached hereto as Exhibit 16. The Registrant agrees
with the facts described by KPMG in its response; however, because
the accounting for the transaction in question was resolved to the
satisfaction of KPMG prior to any public reporting thereof, the
Registrant does not consider the matter described in KPMG's letter
to have constituted a "disagreement" as that term is defined in
Instruction 4 to Item 304 of Regulation S-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit 16 - Letter Regarding Change in Certifying Accountant
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.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Registrant)
By: /s/ John A. Mongelluzzo
John A. Mongelluzzo,
Vice President, Secretary and General Counsel
Dated: November 14, 1994
KPMG Peat Marwick LLP
1600 PNC Center Telephone 513 421 6430 Telefax 513 421 0724
201 East Fifth Street
Cincinnati, OH 45202
Dayton, OH Telephone 513 224 0339
November 10, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We previously were principal accountants for Structural Dynamics
Research Corporation and, under the date of January 17, 1994, we
reported on the consolidated financial statements of Structural
Dynamics Research Corporation and subsidiaries as of December 31,
1993 and 1992 and for the years ended December 31, 1993, 1992 and
1991. On October 26, 1994, we resigned as principal accountants.
We have read Structural Dynamics Research Corporation's statements
included under Item 4 of its Form 8-K dated October 26, 1994. We
agree with such statements except that we do not agree with
Structural Dynamics Research Corporation's statement that there
were no disagreements on any matter of accounting principles or
practices. On October 7, 1992, in connection with our timely
review of the Form 10-Q for the quarter ended September 30, 1992,
we informed Structural Dynamics Research Corporation that if it did
not reverse revenue that it had recognized during the quarter ended
September 30, 1992 relating to a certain transaction with Hewlett
Packard that we would inform the audit committee of Structural
Dynamics Research Corporation that we believed that that material
transaction had been accounted for in a manner that was
inconsistent with generally accepted accounting principles. The
accounting for that transaction was resolved to our satisfaction.
Very truly yours,
/s/KPMG Peat Marwick LLP
