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) May 1, 1995
-------------------------------
U.S. INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13736 223369326
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
101 Wood Avenue South
Iselin, New Jersey 08830
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (908) 767-0700
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Exhibit Index on Page 5
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Deloitte & Touche LLP ("D&T") were the predecessor auditors
of certain of the subsidiaries of U.S. Industries, Inc. (the
"Company") that were transferred to the Company by Hanson
PLC pursuant to transactions consummated on May 31, 1995 and
June 5, 1995 (collectively, the "Demerger"). In connection
with the Demerger, the Company decided to dismiss D&T as
auditors of such subsidiaries, the Automotive Group
Companies ("Automotive"). The "Effective Date of Dismissal"
is considered to have been May 1, 1995.
D&T's reports on Automotive's financial statements during the two most
recent fiscal years prior to the Effective Date of Dismissal contained
no adverse opinion or disclaimers of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was ratified by the Audit Committee
of the Company's Board of Directors.
During the two most recent fiscal years prior to the Effective Date of
Dismissal and all subsequent interim periods preceding the date hereof,
there were no disagreements between the Company or Automotive and D&T
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of D&T would have
caused D&T to make reference to the subject matter of disagreement in
connection with D&T's reports.
D&T has furnished the Company with a letter addressed to the Securities
and Exchange Commission (the "Commission") stating that D&T agrees with
the statements made by the Company in paragraphs 1, 2, 4 and 5 of this
Item 4(a). A copy of the letter from D&T to the Commission is filed as
Exhibit 16 hereto.
(b) Effective May 1, 1995 (the "Effective Date of Engagement"), Automotive
engaged Price Waterhouse, LLP ("PW") as its certifying accountants. The
Company's principal certifying accountants, Ernst & Young, LLP, will
rely on the report of PW in its audits of the Company's financial
statements.
During the two most recent fiscal years prior to the Effective Date of
Engagement and all subsequent interim periods preceding the date
hereof, neither Automotive nor
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the Company has consulted PW regarding any matters or events as set
forth in Item 304(a)(2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits. A letter from Deloitte and Touche LLP to the Commission dated
March 17, 1997 has been filed as Exhibit 16 to this Current Report.
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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.
U.S. INDUSTRIES, INC.
Dated: March 19, 1997 By: /s/ Frank R. Reilly
__________________________
Name: Frank R. Reilly
Title: Senior Vice President
and Chief Financial
Officer (Principal
Financial Officer)
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EXHIBIT INDEX
Exhibit No. Exhibit
16 Letter of Deloitte & Touche LLP dated March 17, 1997
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Exhibit 16
[Deloitte & Touche LLP Letterhead]
March 17, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4(a) of Form 8-K
of U.S. Industries, Inc. dated May 1, 1995. We have no basis to
agree or disagree with other statements of the registrant
contained in Item 4(b) therein.
Yours truly,
/s/ Deloitte & Touche LLP
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