PURUS INC
8-K/A, 1997-04-24
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                               ----------
                                    
                               FORM 8-K/A

                           AMENDMENT NO. 2 TO
                             CURRENT REPORT
                                    
                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
                                    
                               ----------
                                    
    Date of Report (date of earliest event reported): March 21, 1997
                                    
                     Commission File Number: 0-22408
                                    
                               PURUS, INC.
         (Exact name of registrant as specified in its charter)
                                    
                 Delaware                             77-0234694
      (State or other jurisdiction of    (IRS Employer Identification No.)
      Incorporation or organization)                     

            605 Tennant Avenue, Suite B, Morgan Hill, CA 95037
           (Address of principal executive offices ) (Zip Code)

                              (408) 778-3465
           (Registrant's telephone number, including area code)

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Item 4. Change in Registrant's Certifying Accountants
- ------  ---------------------------------------------

     (a)  On March 21, 1997, the Board of Directors of Purus, Inc. (the
"Company") accepted the resignation of the firm of KPMG Peat Marwick LLP as
the Company's independent auditor.

     (b)  There were no disagreements with KPMG Peat Marwick LLP during the
audits of the Company's financial statements for the fiscal years ended
December 29, 1995 and December 30, 1996 and any subsequent interim period
preceding the change on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
would have caused the accountants to make reference to the subject matter
of the disagreement in the audit report if the disagreement had not been
resolved to the accountants' satisfaction and KPMG's audit report on the
Company's financial statements for the years ended December 29, 1995 and
December 30, 1996 did not contain an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     (c)  During the two most recent fiscal years and through the present,
there have been no reportable events (as defined by Item 304 of Regulation
S-K) with KPMG Peat Marwick LLP (KPMG), except as follows:

During KPMG's audit of the Company's 1994 financial statements, KPMG noted
matters involving the internal control structure and its operation that
they considered to be material weaknesses under standards established by
the American Institute of Certified Public Accountants. These matters
related to internal controls applicable to income recognition.

Management of the Company considered this matter and judged it not to be of
continuing importance as the Company in 1995 discontinued all operations.

     (d) A letter of KPMG Peat Marwick LLP addressed to the Securities and
Exchange Commission is included as Exhibit 16 to this Form 8-K. Such letter
states that such firm agrees with the statements made by the Company in
this Item 4.

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

     (c) Exhibits:

     Number    Description
     ------    -----------

     16        Letter of KPMG Peat Marwick LLP to the Securities and
               Exchange Commission included herein pursuant to the
               requirements off Item 304(a) of Regulation S-K.

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                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

PURUS, INC.


/s/ Donald D. Winstead
- ----------------------
By: Donald D. Winstead
Chairman of the Board of Directors,
Chief Executive Officer and Chief
Financial Officer

April 23, 1997

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                   (Letterhead of KPMG Peat Marwick LLP)

KPMG PEAT MARWICK LLP
3460 West Bayshore Road       Telephone 415 493 5005   Telefax 415 855 9258
Palo Alto, CA  94303-4227

April 23, 1997



Securities and Exchange Commission
Washington, D.C.

Ladies and Gentlemen:

We were previously principal accountants for Purus, Inc. and, under the
date of January 15, 1997, we reported on the financial statements of Purus,
Inc. as of and for the years ended December 29, 1996 and December 30, 1995.
On March 21, 1997, we resigned. We have read Purus, Inc.'s statements
included under Item 4 of its Form 8-K dated April 23, 1997, and we agree
with such statements, except that we are not in a position to agree or
disagree with Purus, Inc.'s statement regarding management's consideration
as to whether the internal control weakness were of continuing importance or
not.

Very truly yours,



KPMG Peat Marwick LLP


Member of Firm of
Klynveld Peat Marwick Goerdeler


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