PTI HOLDING INC
8-K, 1997-09-09
SPORTING & ATHLETIC GOODS, NEC
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                     U.S. 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


       Date of Report (Date of earliest event reported): September 2, 1997




                                PTI HOLDING INC.
                              --------------------
             (Exact Name of Registrant as Specified in its charter)




Delaware                          1-11586               13-3590980
- -------------                    -----------           --------------
(State or Jurisdiction            (Commission           (I.R.S. Employer
of incorporation or               File No.)             Identification No.)
organization)


c/o 15 East North Street, Dover, DE                         19901
- --------------------------------------                      ----------
(Address of Principal Executive Offices)                    (Zip Code)


                                 (302) 678-0855
                              --------------------
              (Registrant's Telephone Number, Including Area Code)




<PAGE>



ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     The Registrant's former principal  independent  accountant was dismissed by
the Registrant on September 2, 1997. Such former principal  accountant's  report
on the financial  statements of the Registrant for either of the prior two years
did not  contain  an adverse  opinion  or  disclaimer  of  opinion,  and was not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
The  decision to replace the  Registrant's  independent  account was made by the
Registrant's  Board of  Directors.  There was no  disagreement  with the  former
accountant,  either that was resolved or that remained unresolved, on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure  or
auditing scope or procedure.

     Effective September 2, 1997, the Registrant retained Arthur Andersen & Co.,
LLP,  with an address  at 1345  Avenues of the  Americas,  New York,  NY, as its
principal independent account.



(c)  Exhibits.

Exhibit 
No.     Description
- ---  -------------------

16   Letter On Change In Certifying  Accountant,  dated  September 9, 1997, from
     D'Arcangelo & Co., LLP. to the Securities & Exchange Commission




<PAGE>


                                    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.

Dated:  September 9, 1997



PTI HOLDING INC.


By/s/ Meredith W. Birrittella
Meredith W. Birrittella,
Chief Executive Officer


<PAGE>


                                   Exhibit 16
                                ----------------   


                             D'ARCANGELO & CO., LLP
                             3010 Westchester Avenue
                               Purchase, NY 10577



                                September 9, 1997




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


Re:  PTI Holding Inc. Commission File No. 1-11586 Letter In Change In Certifying
     Accountant

Ladies and Gentlemen:

     We have read the above-referenced Registrant's response to Item 4 - Changes
in Registrant's Certifying Accountant with respect to its Current Report on Form
8-K dated September 2, 1997, and concur with the statements made therein.



Very truly yours,

D'ARCANGELO & CO., LLP


By: /s/ Louis Materasso
Name: Louis Materasso
Title: Partner




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