<PAGE> 1
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
Date of Report (Date of earliest event reported) JUNE 15, 1998
PC SERVICE SOURCE, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23686 52-1703687
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification no.)
2350 VALLEY VIEW LANE, DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
(972) 481-4000
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
During May and June 1998, PC Service Source, Inc. (the "Company")
requested several independent accounting firms, including its existing
independent auditor, to submit a proposal for providing audit and tax services
to the Company. KPMG Peat Marwick LLP, the Company's independent auditor at
that time, advised the Company that it would not be participating in the
request for proposal and resigned as the Company's independent auditor. At a
meeting held on June 17, 1998, the Audit Committee of the Board of Directors
of the Company approved the engagement of Ernst & Young LLP, as its
independent auditor for the fiscal year ending December 31, 1998, to replace
the firm of KPMG Peat Marwick LLP.
The audit reports of KPMG Peat Marwick LLP on the Company's financial
statements for the past two fiscal years 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. In connection with the audits of the
Company's financial statements for each of the two fiscal years ended December
31, 1997, and December 31, 1996, and the subsequent interim period through
June 11, 1998, there were no disagreements with KPMG Peat Marwick LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
KPMG Peat Marwick LLP, would have caused KPMG Peat Marwick LLP to make
reference to the subject matter in its reports. The Company has requested that
KPMG Peat Marwick LLP furnish it a letter addressed to the Commission stating
whether it agrees with the statements in this Item 4. A copy of that letter,
dated June 18, 1998, is filed as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below is the exhibit filed as a part of this report.
99.1 -- Letter from KPMG Peat Marwick LLP.*
- --------------------
* Filed herewith.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, PC
Service Source, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 19, 1998 PC SERVICE SOURCE, INC.
By: /s/ Mark T. Hilz
----------------------------------
Mark T. Hilz, President and
Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
99.1 -- Letter from KPMG Peat Marwick LLP.*
</TABLE>
- --------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 99.1
June 18, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for PC Service Source, Inc. and, under
the date of February 13, 1998, we reported on the consolidated financial
statements of PC Service Source, Inc. and subsidiaries as of and for the years
ended December 31, 1997 and 1996. On June 11, 1998, we resigned as principal
accountants for PC Service Source, Inc. We have read PC Service Source, Inc.'s
statements included under Item 4 of its Form 8-K dated June 15, 1998, and we
agree with such statements, except that we are not in a position to agree or
disagree with PC Service Source, Inc.'s statement that the change was approved
by the Audit Committee of the Board of Directors.
Very truly yours,
/s/KPMG Peat Marwick LLP
