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
June 27, 1996
Date of Report (Date of earliest event reported)
CHILDREN'S BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-21534 41-1663712
(State or other (Commission File No.) (IRS Employer ID
jurisdiction of No.)
incorporation)
724 - First Street North, Minneapolis, Minnesota 55401
(Address of principal executive offices)
(612) 338-3300
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountant
(i) On June 27, 1996, Children's Broadcasting Company
(the "Registrant") dismissed Ernst & Young LLP as
its independent accountant.
(ii) Except for an explanatory paragraph with respect to
substantial doubt about the Registrant's ability to
continue as a going concern and management's plans
described in Note 2 to the Registrant's consolidated
financial statements as of and for the years ended
December 31, 1994 and 1995, the reports of Ernst &
Young LLP on the financial statements for the past
two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principles.
(iii) The Registrant's Audit Committee and Board of
Directors participated in and approved the decision
to change independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through June 27, 1996, there have
been no disagreements with Ernst & Young LLP 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 Ernst & Young LLP would have caused
them to make reference thereto in their report on the
financial statements for such years.
(v) During the two most recent fiscal years and through
June 27, 1996, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant requested that Ernst & Young LLP
furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements.
Attached hereto as Exhibit 16 is a copy of the letter
of Ernst & Young LLP to the SEC dated July 2, 1996.
(b) New independent accountant
(i) The Registrant engaged BDO Seidman, LLP as its new
independent accountant as of June 27, 1996. During
the two most recent fiscal years and through June 27,
1996, the Registrant has not consulted with BDO
Seidman, LLP on items which (1) involved the
application of accounting principles to a specified
transaction, either completed or proposed, or
involved the type of audit opinion that might be
rendered on the Registrant's financial statements, or
(2) concerned the subject matter of a disagreement or
reportable event with the former auditor (as
described in Regulation S-K Item 304(a)(2)).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
16. Letter of Ernst & Young LLP to the Securities and
Exchange Commission dated July 2, 1996.
SIGNATURE
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.
Date: July 2, 1996 By: /s/ James G. Gilbertson
-----------------------
Name: James G. Gilbertson
Title: Chief Operating Officer,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
16 Letter of Ernst & Young LLP addressed to the SEC dated July
2, 1996 re change in certifying accountant
EXHIBIT 16
July 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated June 27, 1996, of Children's Broadcasting
Corporation and are in agreement with the statements contained in Item 4(a)(i),
(ii), (iv), (v) and (vi). We have no basis to agree or disagree with other
statements of the registrant contained therein.
Ernst & Young LLP
