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) December 21, 1999
IOS CAPITAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE File No. 0-20405 23-2493042
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
1738 Bass Road, Macon, Georgia 31210
(Address of principal executive offices) (Zip Code)
(912) 471-2300
Registrant's telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
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Item 4. Change in Registrant's Certifying Accountants.
1. On December 15, 1999, the Board of Directors of IOS Capital, Inc. (the
"Company") approved the engagement of Pricewaterhouse Coopers LLP ("PWC") as its
independent auditors for the fiscal year ending September 30, 2000 to replace
the firm of Ernst & Young LLP ("E&Y") who were dismissed as auditors of the
Company effective with the completion of their audit of the Company's financial
statements for the fiscal year ended September 30, 1999.
2. The reports of E&Y on the Company's consolidated financial statements
for the fiscal years ended September 30, 1998 and 1997 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
3. In connection with the audits of the Company's financial statements for
the Company's fiscal years ended September 30, 1998 and 1997, and the subsequent
interim period through December 21, 1999 (the date of E&Y's dismissal as the
Company's independent auditors), (x) there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused E&Y to make a reference to the matter of
the disagreements in connection with its reports in the financial statements for
such years and (y) there were no "reportable events" as that term is described
in Item 304(a)(1)(v) of Regulation S-K.
4. The Company has requested that E&Y furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter dated December 27, 1999 is filed as
Exhibit 16.1 to this Form 8-K.
5. During the two most recent fiscal years, the Company has not consulted
PWC regarding: (1) the application of accounting principles to a specified
transaction, either completed or proposed; (2) the type of audit opinion that
might be rendered on the Company's financial statements, and in no case was a
written report provided to the Company nor was oral advice provided that the
Company concluded was an important factor in reaching a decision as to an
accounting, auditing or financial reporting issue; or (3) any matter concerning
a disagreement, as that term is defined in 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K, or a reportable event
with the former auditor (as described in Regulation S-K Item 304(a)(1)(v)).
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K:
(16.1) Letter from Ernst & Young LLP dated December 27, 1999 pursuant to
Item 304(a)(3).
<PAGE>
SIGNATURE
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 thereunto duly authorized.
IOS CAPITAL, INC.
By: /s/ HARRY KOZEE
------------------------------
Harry Kozee
Vice President - Finance
Dated: December 27, 1999
EXHIBIT 16.1
December 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 27, 1999 of IOS Capital, Inc. and
are in agreement with the statements contained in paragraphs 2., 3. and 4.
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
Ernst & Young LLP
