SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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) January 26, 2000
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Prophet 21, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23306 23-2746447
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
19 West College Avenue, Yardley, Pennsylvania 19067
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(Address of Principal Executive Offices) (Zip Code)
(215) 493-8900
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants. On January 26, 2000, Prophet 21,
Inc. (the "Company") dismissed PricewaterhouseCoopers LLP ("PWC"), as its
independent accountants. In connection with its audits for each of the two years
in the period ended June 30, 1999 and through January 26, 2000, there were no
disagreements with PWC on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which caused
disagreements if not resolved to the satisfaction of PWC would have caused them
to make reference thereto in their reports on the financial statements of the
Company for such years. The report of PWC on the Company's financial statements
for each of the two years in the period ended June 30, 1999 contained no adverse
opinion or disclaimer of opinion and was not modified or qualified as to
uncertainty, audit scope, or accounting principle. The decision to dismiss PWC
was approved by both the Audit Committee of the Board of Directors and by the
full Board of Directors of the Company. PWC has furnished the Company with a
letter addressed to the Securities and Exchange Commission stating their
agreement with the above statements.
(b) New Independent Accountants. On February 1, 2000, the Company retained
KPMG LLP as its independent accountants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Information of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description of Exhibit
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16 Letter re: Change in Certifying Accountants.
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SIGNATURES
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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.
Prophet 21, Inc.
By: /s/Charles L. Boyle, III
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Charles L. Boyle, III, President
and Chief Executive Officer
(Principal Executive Officer)
Date: February 25, 2000
February 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Prophet 21, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K/A,
as part of the Company's Form 8-K/A report dated February 25, 2000. We agree
with the statements concerning our Firm in Item 4(a) of such Form 8-K/A.
Very truly yours,
PricewaterhouseCoopers LLP
