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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 25, 1996
Power Control Technologies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13780 02-0423416
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
35 East 62nd Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 572-8600
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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The following items are hereby amended in their entirety:
Item 4. Changes in Registrant's Certifying Accountant
On November 25, 1996, the Registrant dismissed Arthur Andersen LLP
("AA") and engaged Ernst & Young LLP ("E&Y") as its independent auditors. This
change of auditors was approved by the Registrant's Board of Directors based
upon the recommendation of its Audit Committee.
In connection with the audits of the Registrant's financial statements
for each of the years in the two year period ended December 31, 1995, and the
subsequent interim period, there have been no disagreements with AA on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope and procedures.
The reports of AA on the Registrant's financial statements for each of
the years in the two year period ended December 31, 1995 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles.
The Registrant has requested AA to furnish it a letter addressed to the
Commission stating whether it agrees with the statements in the two preceding
paragraphs. A copy of that letter, dated November 26, 1996 is filed herewith as
Exhibit 16.1.
On November 25, 1996, the Registrant consummated the Flavors
Acquisition. E&Y has been the independent auditors for Flavors since 1987.
Prior to the Flavors Acquisition, the Registrant had no operating
assets. Its primary assets were short term marketable securities. Substantially
all of these securities were used to acquire Flavors. Accordingly, the capital
stock of Flavors is currently the Registrant's primary asset. E&Y is also the
auditor for Mafco.
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Item 7. Exhibits
2.1 Stock and VSR Purchase Agreement, dated as of October 23, 1996,
by and between Mafco Consolidated Group Inc., Power Control
Technologies Inc. and PCT International Holdings Inc.
(incorporated by reference from Exhibit 7 of the Mafco
Consolidated Group Inc.'s Schedule 13D, dated October 25, 1996,
filed with respect to Power Control Technologies Inc.).
4.1 Value Support Rights Agreement dated November 25, 1996 between
Mafco Consolidated Group Inc. and American Stock Transfer &
Trust Company, as the trustee (incorporated by reference from
Exhibit 4.1 of Form 8-K of Mafco Consolidated Group Inc. filed
on November 27, 1996).
16.1* Letter on change in certifying accountant.
99.1 Consolidated Financial Statements of Mafco Worldwide Corporation
and Report of Ernst & Young LLP (incorporated by reference to
the Power Control Technologies Inc. Form 8-K filed on November
27, 1996).
*filed herein
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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.
Dated: December 23, 1996
POWER CONTROL TECHNOLOGIES INC.
By:/s/Laurence Winoker
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Name: Laurence Winoker
Title: Vice President and Controller
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December 5, 1996
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read the first three paragraphs in Item 4 included in the attached Form
8-K/A dated November 25, 1996 of Power Control Technologies Inc. to be filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
