ADIENCE INC
8-K, 1995-02-10
STRUCTURAL CLAY PRODUCTS
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SECURITIES AND EXCHANGE COMMISSION 
Washington, DC  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):  February 6, 1995 
 

 
Adience, Inc.
- ------------------------------------------------------ 
(Exact name of registrant as specified in its charter) 
 
 
 
Delaware                           33-72024            14-1671486
- ------------------------------     ------------        ---------------------- 
(State or other                    (Commission         (IRS Employer 
jurisdiction of incorporation)     File Number)        Identification Number) 
 
 
 
1305 Grandview Avenue 
Pittsburgh, Pennsylvania                               15211
- ----------------------------------------               ---------- 
(Address of principal executive offices)               (Zip code) 
 
 
 
Registrant's telephone number, including area code:  412-381-2600 

 
<PAGE>
 
 
CURRENT REPORT ON FORM 8-K 
 
ADIENCE, INC. 
 
February 6, 1995 
 
 
 
Item 4.  Change in Registrant's Certifying Accountant 
         -------------------------------------------- 
 
         (a)(i)     The Registrant and its former auditors, Price Waterhouse  
                    LLP ("PW"), mutually agreed on February 6, 1995 to  
                    terminate their relationship. 
 
         (ii)       During the Registrant's past two fiscal years, PW's  
                    reports on the Registrant's financial statements neither  
                    contained any adverse opinions or disclaimers of opinions  
                    nor were qualified or modified as to uncertainty. 
 
         (iii)      The decision to terminate its relationship with PW was  
                    approved by the Board of Directors of the Registrant on  
                    February 6, 1994. 
 
         (iv)       During the past two fiscal years, and through February 6,  
                    1995, there were no disagreements with PW 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 PW  
                    would have caused them to make reference to the subject  
                    matter of the disagreements in connection with their  
                    reports. 
 
         (v)        The Registrant has requested that PW furnish it with a  
                    letter addressed to the SEC stating whether or not it  
                    agrees with the above statements.  A copy of such letter  
                    dated February 6, 1995 is filed as Exhibit 16 to this Form  
                    8-K. 
 
         (b)(i)     Pursuant to action approved by the Registrant's Board of  
                    Directors, the Registrant retained Arthur Andersen & Co.  
                    as its auditors as of February 6, 1995. 
 
 
 
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits 
         ------------------------------------------------------------------ 
 
         (c)        Exhibits. 
                    --------- 
 
                    Exhibit No.          Description 
                    -----------          ----------- 
 
                        16               Letter regarding change in certifying  
                                         accountant. 
 
 
<PAGE> 
 

Item 8.  Change in Fiscal Year 
         --------------------- 
 
         On February 6, 1995, the Board of Directors of the Registrant  
determined to change the fiscal year end of the Registrant from April 30 to  
December 31 of each year, commencing with the fiscal year ended December 31,  
1994.  The Registrant will file its Annual Report on Form 10-K for the fiscal  
year ended December 31, 1994 within 90 days after the end of such fiscal year. 
 
 
 
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. 
 
 
                                     ADIENCE, INC. 
 
Date:  February 6, 1995              By: /s/ Stephen M. Johnson 
                                        -------------------------------- 
                                         Stephen M. Johnson 
                                         President and Chief Operating Officer 





<PAGE>


[PRICE WATERHOUSE LETTERHEAD]

February 6, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read Item 4 of Adience, Inc.'s Form 8-K, dated February 6, 1995, and 
are in agreement with the statements contained in paragraph 4(a) therein.

Very truly yours,

 /s/ Price Waterhouse LLP

Price Waterhouse LLP




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