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 12, 1998
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U.S. INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13736 22-3568449
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
101 Wood Avenue South
Iselin, New Jersey 08830
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (732) 767-0700
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective May 12, 1998 (the "Effective Date of Dismissal"), U.S.
Industries, Inc. (the "Company") dismissed Price Waterhouse LLP ("PW"),
the prior certifying accountants of the consolidated Jacuzzi Companies
("Jacuzzi"). Ernst & Young LLP ("E&Y") has been and will continue to be
the Company's principal auditor. However, subsequent to May 12, 1998,
E&Y will no longer be relying upon the work of PW.
The combined/consolidated financial statements of U.S. Industries
Automotive Group and Jacuzzi during the two most recent years ended
September 30, 1996 and 1997 did not contain an adverse opinion, or
disclaimer of opinion, nor did PW qualify or modify their opinion as to
uncertainty, audit scope or accounting principles. In addition, the
report of E&Y on the Company for the last two years was unqualified.
The decision to change accountants was ratified by the Audit Committee
of the Company's Board of Directors.
In connection with the audits of the two most recent fiscal years, and
of the Effective Date of Dismissal, there have been no disagreements
between the Company and PW on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure.
PW has furnished the Company with a letter addressed to the Securities
and Exchange Commission (the "Commission") stating that PW agrees with
the statements made by the Company in this Item 4(a). A copy of the
letter from PW to the Commission is filed as Exhibit 16 hereto.
(b) Effective May 12, 1998 (the "Effective Date of Engagement"), the
Company engaged E&Y as its auditors for Jacuzzi.
During the two most recent fiscal years prior to the Effective Date of
Engagement and all subsequent interim periods preceding the date
hereof, neither the Company nor any of its subsidiaries has
consulted E&Y regarding any matters or events as set forth in Item
304(a)(2) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits. A letter from PW to the Commission dated May 19, 1998 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: May 19, 1998 By: /s/ Frank R. Reilly
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Name: Frank R. Reilly
Title: Senior Vice President
and Chief Financial
Officer (Principal
Financial Officer)
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EXHIBITS
Exhibit No. Exhibit
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16 Letter of Price Waterhouse LLP dated
May 19, 1998
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NYFS11...:\95\78595\0019\1748\FRM5148L.39C
Exhibit 16
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[Price Waterhouse LLP Letterhead]
May 19, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4(a) of Form 8-K of U.S. Industries, Inc. with the earliest
event report date of May 12, 1998 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/ Price Waterhouse LLP
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