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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 30, 1996
LONG DISTANCE DIRECT HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-26019-LA 33-0323376
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1 Blue Hill Plaza, Pearl River, New York 10965
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 620-0765
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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.
On April 26, 1996, Grant Thornton LLP, the principal accountants of
Long Distance Direct, Inc. ("LDDI"), the Company's wholly owned subsidiary,
resigned and withdrew its report on the combined financial statements of LDDI
and its predecessor, Long Distance Direct, L.P., for the fiscal years ended
December 31, 1993 and 1994. As more fully explained in Exhibit 16.1, Grant
Thornton, LLP's report was used in certain documents, including filings with the
Securities and Exchange Commission without their knowledge or consent.
In connection with the audits of the two fiscal years ended December
31, 1994, and the subsequent interim period through April 26, 1996, there were
no disagreements with Grant Thornton on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of Grant Thornton LLP on the combined financial
statements of LDDI and Long Distance Direct, L.P. as of and for the fiscal years
ended December 31, 1994 and 1993, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to audit scope or
accounting principles. Such audit reports were, however, modified as to
uncertainty, concerning the company's ability to continue as a going concern,
and contained emphases of the matters concerning liabilities to various taxing
authorities and the ultimate outcome of loan extension negotiations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
16.1 Letter from Grant Thornton LLP to Long Distance Direct
Holdings, Inc. dated April 26, 1996.
16.2 Letter from Grant Thornton LLP to Securities and Exchange
Commission dated May 13, 1996.
SIGNATURES
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.
Dated: May 13, 1996 LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Michael Preston
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Michael Preston, Secretary
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EXHIBIT INDEX
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Exhibits:
16.1 Letter from Grant Thornton LLP to Long Distance Direct
Holdings, Inc. dated April 26, 1996.
16.2 Letter from Grant Thornton LLP to Securities and Exchange
Commission dated May 13, 1996.
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[GRANT THORNTON LETTERHEAD]
Exhibit 16.1
Page 1
April 26, 1996
Mr. Steven L. Lampert
President and Chief Executive Officer
Long Distance Direct Holdings, Inc.
One Blue Hill Plaza
Pearl River, New York 10965
Dear Mr. Lampert:
Under the terms of the engagement letter between Grant Thornton LLP and Long
Distance Direct, Inc. ("LDDI") for the examination of LDDI's Financial
statements for the year ended December 31, 1994 (which was signed by Steven
Lampert on February 14, 1995). "...The inclusion of our reports in documents
containing information in addition to the financial statements and our reports
thereon (e.g., annual reports to shareholders, regulatory findings, offering
circulars) may require us to perform additional procedures to fulfill our
professional or legal responsibilities. Accordingly, our reports should not be
used for any such purposes without our consent..."
Grant Thornton LLP has recently become aware that its Report on the Combined
Financial Statements of Long Distance Direct, Inc., and Long Distance Direct
L.P. for the years ended December 31, 1993 and 1994 ("the Grant Thornton LLP
Report") was included in the following private placement memoranda without our
knowledge or consent.
- Confidential private placement memorandum, dated October 15, 1995, for
1,500,000 shares of common stock of Long Distance Direct Holdings,
Inc.
- Confidential private placement memorandum, dated March 31, 1996, for
750,000 shares of common stock of Long Distance Direct Holdings, Inc.
In addition, we understand that Long Distance Direct Holdings, Inc. included the
Grant Thornton LLP Report in its form 8-K/A, Amendment No. 1 dated December 14,
1995 without our knowledge or consent.
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Exhibit 16.1
Page 2
Long Distance Direct Holdings, Inc. did not give Grant Thornton LLP an
opportunity to perform additional procedures that we consider necessary to
fulfill legal and professional responsibilities. Accordingly, Grant Thornton LLP
hereby withdraws our Report and advises you that the Report should not be relied
upon by any party. Long Distance Direct Holdings, Inc. should immediately remove
the Grant Thornton LLP Report and any references to our firm from the above
mentioned memoranda and documents as well as any other documents in which our
name or Report appear. Long Distance Direct Holdings, Inc. should also notify
anyone to whom it furnished the Grant Thornton LLP Report that it did so without
Grant Thornton LLP's permission and that Grant Thornton LLP has withdrawn its
Report.
In addition Grant Thornton LLP hereby withdraws from any further engagement and
resigns as independent certified public accountants for Long Distance Direct,
Inc. and Long Distance Direct Holdings, Inc. Grant Thornton LLP is required to
report its withdrawal and resignation to the Securities and Exchange Commission.
A copy of such letter is enclosed.
We recommend that you consult legal counsel as to your responsibility to
communicate this information to stockholders, investors and the Securities and
Exchange Commission, and any other appropriate parties.
Very truly yours,
/s/ GRANT THORNTON LLP
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GRANT THORNTON LLP
cc: Securities and Exchange Commission
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[GRANT THORNTON LETTERHEAD]
Exhibit 16.2
May 13, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Long Distance Direct Holdings, Inc.
File No. 33-26019LA
Dear Sir or Madam:
We have read Item 4 of the Form 8-K/A Amendment No. 1 of Long Distance Direct
Holdings, Inc. dated May 13, 1996, and agree with the statements contained
therein.
Very truly yours,
/s/ GRANT THORNTON LLP
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GRANT THORNTON LLP
