SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT NOVEMBER 9, 1998 (DATE OF EARLIEST EVENT REPORTED)
GREENSTONE ROBERTS ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-17468
NEW YORK 11-2250305
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
401 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
(516) 249-2121
Registrant's telephone number, including area code
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Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
At a meeting held on November 2, 1998, the Board of Directors of the Company
approved the engagement of BDO Seidman LLP as its independent auditors for the
fiscal year ending October 31, 1998 to replace the firm of Ernst & Young LLP,
who were dismissed as auditors of the Company effective November 2, 1998. At a
meeting held on February 19, 1997, the Board of Directors of the Company
approved the engagement of Ernst & Young LLP as its independent auditors for the
fiscal year ending October 31, 1997 to replace the firm of Arthur Andersen LLP,
who were dismissed as auditors of the Company effective February 19, 1997.
The reports of Ernst & Young LLP and Arthur Andersen LLP on the Company's
financial statements for the fiscal years ended October 31, 1997 and 1996,
respectively, 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.
In connection with (i) the audit of the Company's financial statements for the
fiscal year ended October 31, 1997 and in the interim period from October 31,
1997 through November 2, 1998 by Ernst & Young LLP and (ii) the audit of the
Company's financial statements for the fiscal year ended October 31, 1996 and in
the interim period from October 31, 1996 through February 19, 1997 by Arthur
Andersen LLP, there were no disagreements with Ernst & Young LLP or Arthur
Andersen LLP on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Ernst & Young LLP or Arthur Andersen LLP would have caused
Ernst & Young LLP or Arthur Andersen LLP to make reference to the matter in
their report. The Company has requested Ernst & Young LLP and Arthur Andersen
LLP to furnish it a letter addressed to the Commission stating whether it agrees
with the above statements. A copy of such letters, dated November 9, 1998 and
February 25, 1997 are filed as Exhibits 1 and 2, respectively, to this Form 8-K.
As of November 5, 1998, BDO Seidman LLP has been engaged as the Company's new
independent auditor. During its two most recent fiscal years and the subsequent
interim period ended November 5, 1998, the Company has not consulted BDO Seidman
LLP with regard to either; (i) application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, or (ii)
any matter that was either the subject of a disagreement or a reportable event.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
16.1 Letter from Ernst & Young LLP pursuant to Item 304(a)(3) of
Regulation S-K.
16.2 Letter from Arthur Andersen LLP pursuant to Item 304(a)(3) of
Regulation S-K.
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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 thereunto duly authorized.
Greenstone Roberts Advertising, Inc.
By: /s/ Ronald Greenstone
Name: Ronald Greenstone
Title: Chairman and C.E.O.
Date: November 9, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16.1 Letter from Ernst & Young LLP pursuant to Item 304(a)(3)
of Regulation S-K.
16.2 Letter from Arthur Andersen LLP pursuant to Item 304(a)(3)
of Regulation S-K.
November 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 9, 1998, of Greenstone Roberts
Advertising, Inc. and are in agreement with the statements contained in the
first paragraph, and the second and third paragraphs as it relates to the fiscal
year ended October 31, 1997 and the interim period from October 31, 1997 to
November 2, 1998, on page 2 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ Ernst & Young LLP
ANDERSEN
Arthur Andersen & Co. SC
Arthur Andersen LLP
200 Broad Hollow Road
February 25, 1997 Melville, NY 11747-4806
Writer's Direct Dial
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
We have read Item 4 included in the attached Form 8-K dated February 19, 1998 of
Greenstone Roberts Advertising, Inc. to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
