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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 5, 1007
WINFIELD CAPITAL CORP.
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(Exact Name of Registrant as Specified in Charter)
NEW YORK 33-94322 13-2704241
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(State of (Commission File IRS Employer
Incorporation) Number) Identification No.
237 MAMARONECK AVENUE, WHITE PLAINS, NEW YORK 10605
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(Address of Principal Executive Offices) (Zip Code
Registrant's telephone number, including area code (914) 949-2600
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 5, 1997, the Registrant engaged the firm of Coopers & Lybrand,
L.L.P. ("C&L") to replace the firm of Joel Popkin & Company, P.C. ("JP&C") as
the Registrant's independent certified public accountants for the fiscal year
ended March 31, 1997. JP&C's resignation became effective on the same date. The
Registrant's decision to change accounting firms was authorized by the
Registrant's Audit Committee of the Board of Directors and subsequently by its
Board of Directors after an interview process involving several qualified
accounting firms.
Prior to their engagement, no events or consultations occurred with C&L
which would require disclosure of the type specified in Item 304(a)(2) of
Regulation S-K.
There were no disagreements or differences of opinion between the
Registrant and JP&C, from the inception to the termination of their engagement.
JP&C will continue to provide the Registrant with accounting and other services
even after its engagement as auditor ends.
The Registrant expects to benefit from C&L's significant experience as
outside independent auditors to numerous investment companies, including small
business investment companies, as well as to publicly traded companies.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(1) Letter of Joel Popkin & Company, P.C. to the Securities and
Exchange Commission dated June 5, 1997.
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 hereunto duly authorized.
WINFIELD CAPITAL CORP.
Dated: June 5, 1997 By /s/ PAUL A. PERLIN
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Paul A. Perlin
Chief Executive Officer
June 5, 1997
Chief Accountant
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated June 5, 1997 of Winfield
Capital Corporation to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ JOEL POPKIN & COMPANY, P.C.
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Joel Popkin & Company, P.C.
DB:pd
encl.
cc: Mr. Paul Perlin
Winfield Capital Corporation
