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UNITED STATES
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
October 7, 1996
(October 2, 1996)
Date of Report (Date of earliest event reported)
J.B. Poindexter & Co., Inc.
(Exact Name of registrant as specified in its charter)
Delaware 33-75154 76-0312814
(State or other jurisdiction (Commission File (IRS Employer
incorporation) Number) Identification Number)
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1100 Louisiana, Suite 5400
Houston, Texas 77002
(713) 655-9800
(Former name or former address, if changed since last report)
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Item 4. Changes in Company's Certifying Accountant.
(a) On October 2, 1996, the Company engaged the firm of Ernst & Young LLP as
the Company's independent auditors to audit the Company's consolidated
financial statements for the fiscal year ending December 31, 1996,
replacing the firm of Arthur Andersen LLP, independent auditors for the
Company's consolidated financial statements for the year ended December
31, 1995, as of the completion of Arthur Andersen LLP's work for that
year; such work was completed on March 29, 1996.
(b) The report of the principal auditors on the Company's consolidated
financial statements for the years ended December 31, 1994 and 1995 did
not contain an adverse opinion or a disclaimer of opinion nor were they
qualified or modified as to uncertainty, audit scope, or accounting
principles.
(c) In connection with the audits of the Company for the years ended December
31, 1994 and 1995 and since such time, there were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if
not resolved to the satisfaction of Arthur Andersen LLP, would have caused
Arthur Andersen LLP to make reference to the subject matter of the
disagreement in connection with its report.
(d) The change of independent auditors was approved by the Company's Board
of Directors.
(e) The Company has requested that Arthur Andersen LLP furnish it with a
letter addressed to the SEC evidencing its agreement with the statements
made by the Company in this Report. A copy of that letter, dated 10/4/96,
is attached as Exhibit 16.
Item 7. Exhibits
(16) Letter to Arthur Andersen LLP dated 10/4/96.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
October 4, 1996 J.B. POINDEXTER & CO., INC.
By: S. Magee
S. Magee
Chief Financial Officer and Treasurer
By: R. S. Whatley
R.S. Whatley
Chief Accounting Officer
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EXHIBIT INDEX
(16) Letter to Arthur Andersen LLP dated 10/4/96.
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EXHIBIT 16
[LETTERHEAD OF J.B.POINDEXTER & CO., INC.]
October 4, 1996
Mr. Bob Morgan
Arthur Andersen LLP
711 Louisiana, Suite 1300
Houston, Texas 77002
Dear Mr. Morgan:
This letter serves as confirmation that on October 2, 1996 Ernst & Young
LLP was elected as the Company's auditors for the year ended December 31, 1996.
Attached is a copy of Form 8-K filed in response to Item 304(a) of Regulation
S-K. This letter is to request that Arthur Andersen LLP furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements made in response to Item 304(a) and, if not
stating the respects in which it does not agree.
Sincerely,
/s/ R.S. Whatley
Chief Accounting Officer
RSW/cs
