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) January 2, 1996
----------------------------
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
Page 1 of 6
Exhibit Index on Page 5
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective January 2, 1996 (the "Effective Date of
Dismissal"), U.S. Industries, Inc. (the "Company") dismissed
Ernst & Young LLP ("E&Y"), the prior certifying accountants
of certain of its subsidiaries, the Jacuzzi Companies
("Jacuzzi").
E&Y has not issued a report on Jacuzzi during the two most recent years
prior to the Effective Date of Dismissal. Audit procedures were
performed by E&Y at Jacuzzi for purposes of expressing an opinion on
the combined /consolidated financial statements of U.S. Industries,
Inc. Based on E&Y's audit procedures performed with respect to Jacuzzi,
if E&Y had issued a separate report on Jacuzzi's financial statements
during the two most recent years prior to the Effective Date of
Dismissal it would not have contained an adverse opinion, or disclaimer
of opinion, nor would they have qualified or modified their opinion 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 Jacuzzi and E&Y 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 E&Y would have caused E&Y to make
reference to the subject matter of disagreement in its reports had such
reports been issued.
E&Y has furnished the Company with a letter addressed to the Securities
and Exchange Commission (the "Commission") stating that E&Y 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 E&Y to the Commission is filed as
Exhibit 16 hereto.
(b) Effective January 2, 1996 (the "Effective Date of Engagement"), Jacuzzi
engaged Price Waterhouse LLP ("PW") as its certifying accountants. The
Company's principal certifying accountants, E&Y, will rely on the
report of PW in its audits of the Company's financial statements.
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During the two most recent fiscal years prior to the Effective Date of
Engagement and all subsequent interim periods preceding the date
hereof, neither Jacuzzi nor 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 E&Y to the Commission dated March 18, 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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EXHIBITS
Exhibit No. Exhibit
16 Letter of Ernst & Young LLP dated March 18, 1997
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<PAGE>
Exhibit 16
[Ernst & Young LLP Letterhead]
March 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4(a) of Form 8-K of U.S. Industries, Inc. with the earliest
event report date of January 2, 1996 and are in agreement with the statements
contained in paragraphs 1, 2, 4 and 5 of such item on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
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