NATIONAL HOME CENTERS INC
8-K, 1996-11-01
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934



Date of Report (Date of earliest event reported):...............October 28, 1996



                          NATIONAL HOME CENTERS, INC.
            (Exact name of registrant as specified in its charter)


    Arkansas                       0-21448                       71-0403343
(State or other                 (Commission                  (I.R.S. Employer
jurisdiction                     File Number)               Identification No.)
of incorporation)
 


         Highway 265 North
         Springdale, Arkansas                                      72765
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:...............(501) 756-1700
<PAGE>
 
Item 4.  Changes in Registrant's Certifying Accountant.
         --------------------------------------------- 

     On October 28, 1996, National Home Centers, Inc. (the "Company") changed
its principal independent accounting firm from KPMG Peat Marwick LLP ("KPMG") to
Arthur Andersen LLP ("Andersen").  KPMG's report on the financial statements for
the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor was the report qualified or modified as to uncertainty, audit
scope, or accounting principles.  The decision to change accountants was
recommended and approved by the audit committee of the board of directors.
During the Company's two most recent fiscal years and the subsequent interim
period preceding this change, there have not been any disagreements with KPMG on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure.

     On October 28, 1996, the Company engaged Andersen as the new independent
accountant to audit the Company's financial statements.  During the Company's
two most recent fiscal years, and the subsequent interim period prior to
engaging Andersen, the Company has not consulted Andersen regarding (i) 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 Company's financial statements, and no written report was provided to the
Company and no oral advice was provided that Andersen concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation
S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation
S-K).  Andersen has reviewed the disclosure contained herein and agrees with the
same.

Item 7.  Financial Statements and Exhibits.
         --------------------------------- 

     Exhibits
     --------

     16.1 Letter dated November 1, 1996 from KPMG Peat Marwick addressed to the
Securities and Exchange Commission regarding change in certifying accountants.

                                  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.

                                           NATIONAL HOME CENTERS, INC.
                                           (Registrant)

Date: November 1, 1996                     By: /s/ BRENT A. HANBY
                                              ----------------------------
                                                 Brent A. Hanby
                                                 Chief Financial Officer

<PAGE>

                                                                    EXHIBIT 16.1
 
              [LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]

November 1, 1996


Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for National Home Centers, Inc. and, 
under the date of March 1, 1996, we reported on the consolidated financial 
statements of National Home Centers, Inc. and subsidiary as of and for the 
years ended January 31, 1996 and 1995. On October 28, 1996, our appointment as 
principal accountants was terminated. We have read National Home Centers, 
Inc.'s statements included under the first paragraph of Item 4 of its Form 8-K
dated November 1, 1996, and we agree with such statements, except that we are
not in a position to agree or disagree with the statement made in the third
sentence of that paragraph.

                                        Very truly yours,

                                        /s/ KPMG PEAT MARWICK LLP




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