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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 7, 1997
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SLM INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 34-0-19596 13-36-32297
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(State of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
C/O MASKA U.S., INC.
77 Route 25, Pierson Industrial Park, Bradford, VT 05033
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(Address of principal executive offices) (Zip Code)
(518) 773-4401
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(i) The Company's former accountants, Coopers & Lybrand LLP, were
dismissed on May 7, 1997.
(ii) Coopers & Lybrand LLP's report on the Company's financial
statements for the fiscal year ended December 31, 1995 was
qualified by a paragraph reading as follows:
"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As described in Note 1 to the financial statements, the
Company has incurred significant losses from operations and
negative cash flows for the year ended December 31, 1995. In
addition, Buddy L Inc., a subsidiary, filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court on
March 2, 1995, and six other subsidiaries filed for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court on October 24, 1995. These
factors raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in
regards to these matters are described in Note 1. The
financial statements do not include any adjustments that
might result from the outcome of these uncertainties."
The report of Coopers & Lybrand LLP for the fiscal year ended
December 31, 1996 did not contain an adverse opinion or a
disclaimer of opinion or any qualification or modification as
to uncertainty, audit scope or accounting principles.
(iii) The Company's change of accountants was approved by the Company's
Board of Directors on April 30, 1997.
(iv) During the fiscal years ended December 31, 1995 and 1996, and all
subsequent interim periods through May 7, 1997 (i.e. the date of
dismissal), there were no
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disagreements with the Company's former accountants on any matter
of accounting principles or practices, financial statement
disclosure or accounting scope or procedure.
(v) None of the events set forth below have occurred during the fiscal
years ended December 31, 1995 or 1996:
(A) The Company's former accountants having advised the Company that
the internal controls necessary for the Company to develop reliable
financial statements do not exist;
(B) The Company's former accountants having advised the Company
that information has come to their attention that has led it to no
longer be able to rely on management's representations, or that has
made it unwilling to be associated with the financial statements
prepared by management;
(C)(1) The Company's former accountants having advised the Company
of the need to expand significantly the scope of its audit, or that
information has come to their attention during the fiscal years
ended December 31, 1995 and December 31, 1996, that if further
investigated may: (i) materially impact the fairness or reliability
of either: a previously issued audit report of the underlying
financial statements; or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report
(including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (ii)
cause it to be unwilling to rely on management's representations or
be associated with the Company's financial statements, and
(2) Due to the Company's former accountants dismissal, or for any
other reason, the accountants did not so expand the scope of its
audit or conduct such further investigation; or
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(D)(1) The Company's former accountants having advised the Company
that information has come to their attention that it has concluded
materially impacts the fairness or reliability of either: (i) a
previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including
information that, unless resolved to their satisfaction, would
prevent it from rendering an unqualified audit report on those
financial statements), and
(2) Due to the Company's former accountants dismissal, or for any
other reason, the issue has not been resolved to the accountants'
satisfaction prior to its dismissal.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
1. Letter, dated May 7, 1997, from Coopers & Lybrand LLP to the
SEC. (Previously filed).
2. Letter, dated May 28, 1997, from Coopers & Lybrand LLP to the
SEC.
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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.
SLM INTERNATIONAL, INC.
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(Registrant)
/s/ RUSSELL J. DAVID
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(Signature)
Russell J. David
Vice President, Finance
Date: May 29, 1997
COOPERS
& LYBRAND LOGO
May 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by SLM International, Inc., which we understand
was filed with the Commission, on Form 8-KA, on May 28, 1997. We agree with the
statements concerning our Firm in such Form 8-KA.
Very truly yours,
/s/ COOPERS & LYBRAND LLP
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Coopers & Lybrand LLP
