INCO HOMES CORP
8-K, 1996-09-25
OPERATIVE BUILDERS
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<PAGE>   1
                       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 17, 1996
                                                 ------------------------------


                             INCO HOMES CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                  0-21378                         33-0534734
- --------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission                      (IRS Employer
of Incorporation)                File Number)               Identification No.)



1282 West Arrow Highway, Upland, California                               91786
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code       (909) 981-8989
                                                   -----------------------------


                                   no change
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)




                                       1.

<PAGE>   2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        4(a)    Information required by Item 304(a)(1)

                Item 304(a)(i) -- On September 17, 1996, Inco Homes Corporation
                ("Registrant") dismissed Ernst & Young LLP ("E&Y") as its
                independent accountant and engaged Price Waterhouse LLP ("PW")
                as such.

                Item 304(a)(ii) -- The reports of E&Y on the Registrant's
                financial statements for the years ended December 31, 1994 and
                1995 did not contain an adverse opinion or a disclaimer of
                opinion, or a qualification or modification as to uncertainty,
                audit scope or accounting principles.

                Item 304(a)(iii) -- The Registrant's Audit Committee and its
                full Board of Directors approved the decision to change
                accountants.

                Item 304(a)(iv) -- In connection with its audits for the
                Registrant's two most recent fiscal years and through September
                17, 1996 there were no disagreements with E&Y on any matter of
                accounting principles or practices, financial statement
                disclosure, or auditing scope or procedure.

                Item 304(a)(v) -- During the Registrant's two most recent fiscal
                years and through September 17, 1996 there have been no
                reportable events. During these periods there were certain
                reportable conditions as described below.

                In the Management Letter prepared by Kenneth Leventhal & Company
                (prior to its merger with E&Y) for the fiscal year ended
                December 31, 1994 it was noted that the Company did not have an
                accounting manual to document accounting policy and procedures.
                Additionally, it was noted that certain escrow statements
                relating to the land acquisitions could not be located by
                Company personnel. As a result, the required documentation had
                to be obtained directly from the escrow company. Also, various
                accounting records were not stored in areas secure from theft,
                fire or other natural disasters.

                In the draft of the Management Letter prepared by E&Y for the
                fiscal year ended December 31, 1995 it was noted that various
                accounting records were not stored in areas secure from theft,
                fire or other natural disasters.

                Item 304(a)(vi) -- The Registrant has requested that E&Y furnish
                the Registrant, as promptly as possible, with a letter addressed
                to the Commission stating whether it agrees with the statements
                made by the Registrant contained herein and, if not, stating the
                respects in which it does not agree. The Registrant intends to
                promptly file E&Y's response as an exhibit to this filing upon
                receipt.

        4(b)    Information required by Item 304(a)(2)

                The Registrant engaged PW as its independent accountant as of
                September 17, 1996. During the Registrant's two most recent
                fiscal years, and through September 17, 1996, the Registrant did
                not consult with PW as to either the application of accounting
                principles to a specified transaction, either completed or
                proposed or the type of audit opinion that might be rendered on
                the Registrant's financial statements and the Registrant did not
                consult with PW as to any matter that was either the subject of
                disagreement or a reportable event (as described in Regulation
                S-K Item 304(a)).



                                       2.
<PAGE>   3
                                   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 hereunto duly authorized.

                                       INCO HOMES CORPORATION


Date: September 20, 1996               By: /s/ Ira C. Norris
                                           ------------------------------------
                                           Ira C. Norris
                                           President and Chief Executive Officer


Date: September 20, 1996               By: /s/ Robert H. Daskal
                                           ------------------------------------
                                           Robert H. Daskal
                                           Executive Vice President and
                                           Chief Financial Officer


                                       3.


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