SECURITIES AND EXHANGE 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): December 7, 1998
NFO WORLDWIDE, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-21460 06-1327424
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(Commission file number) (IRS Employer File Number)
2 Pickwick Plaza, Greenwich, CT 06830
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(Address of Principal Executive Offices)
(203) 629-8888
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(Registrant's Telephone Number, Including Area Code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Soteriou Banerji has served as the registered auditor and chartered accountant
of The MBL Group Plc ("MBL"), a wholly owned subsidiary of NFO Worldwide, Inc.
("the Company"), since December 1993. The Company has decided to change its
certifying accountant for MBL to Arthur Andersen, the certifying accountant of
the Company, commencing December 7, 1998.
(a) Previous certifying accountant
(1) (i) On December 7, 1998, the Company determined not to engage
Soteriou Banerji as MBL's certifying accountant for its 1998
fiscal year.
(ii) The reports of Soteriou Banerji on MBL's financial statements
for each of the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) Management of the Company made the decision to change
certifying accountants.
(iv) In connection with the audits of MBL's financial statements
for each of its two most recent fiscal years and through the
date of this report, there were no disagreements with Soteriou
Banerji on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Soteriou Banerji, would have caused Soteriou
Banerji to make reference to the matter in connection with its
report.
(v) During MBL's two most recent fiscal years and through the date
of this report, there were no "reportable events" as defined
in Item 304 (a) (1) (v) of Regulation S-K.
(2) The Company has requested that Soteriou Banerji furnish it, as
promptly as possible, with a letter addressed to the
Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of the letter, dated
December 7, 1998, is filed as an Exhibit to this Form 8-K.
(b) New certifying accountant
(i) MBL engaged Arthur Andersen as its new certifying accountant
as of December 7, 1998. During MBL's two most recent fiscal
years and through the date of this report, neither MBL, the
Company nor anyone else on its behalf consulted Arthur
Andersen regarding any of the matters or events set forth in
Item 304 (a) (2) (i) and (ii) of Regulation S-K.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
1 Letter from Soteriou Banerji to the Company, dated December 7, 1998,
regarding its agreement with the statements made in the Form 8-K.
<PAGE>
SIGNATURE
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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.
NFO Worldwide, Inc.
By: /s/ PATRICK G. HEALY
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PATRICK G. HEALY
President - Corporate Products/
Systems Development and
Chief Financial Officer
(Authorized Officer of Registrant
and Principal Financial Officer)
Dated: December 11, 1998
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Exhibit 1
SOTERIOU BANERJI ---------------------------------------------------------------
CHARTERED ACCOUNTANTS 253 GRAY'S INN ROAD, LONDON, WCIX 8QT
TELEPHONE: 0171-278 8251 FACSIMILE: 0171-278 3475
December 7th, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Form 8-K of NFO Worldwide, Inc. dated December 7th, 1998,
and have the following comments:
We agree with the statement in the first sentence preceding item (a). We have no
basis for agreeing or disagreeing with the statement in the second sentence
preceding item (a).
We have no basis for agreeing or disagreeing with the statement in paragraph
(a)(1)(i). We were notified on December 7th, 1998, by NFO Worldwide, Inc.'s
Chief Financial Officer that we were dismissed as The MBL Group Plc's certifying
accountant.
We agree with the statements in paragraph (a)(1)(ii).
We have no basis for agreeing or disagreeing with the statement in paragraph
(a)(1)(iii).
We agree with the statements in paragraphs (a)(1)(iv) and (v).
We agree with the statement in the first sentence in item (a)(2). We have no
basis for agreeing or disagreeing with the statement in the second sentence in
item (a)(2).
We have no basis for agreeing or disagreeing with the statements in item (b)(i).
Very truly yours,
By: /s/ SOTERIOU BANERJI
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Soteriou Banerji
