<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K/A-4
-----------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 29, 1995 0-5634
- -------------------------------- -----------------------------
(Date of earliest report) (Commission File Number)
TLM CORPORATION
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0263297
- ------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
630 Fifth Avenue, Suite 3201, New York 10020
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 757-5600
-----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-----------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 304. Changes in And Disagreements With Accountants on Accounting
And Financial Disclosure.
The following amends and restates Item 4 as set forth in the
report filed on April 5, 1995, as amended by an amendment filed on April 18,
1995:
On March 29, 1995, Registrant's principal independent
accountant, KPMG Peat Marwick LLP ("KPMG"), resigned as an alternative to being
dismissed by the Registrant.
KPMG's report on the Registrant's financial statements for the
year ended December 31, 1994, did not contain an adverse opinion or disclaimer
of opinion and was not modified as to uncertainty, audit scope or accounting
principals.
KPMG was engaged on October 6, 1994. From that date through
the date of its resignation, there were no disagreements between the Registrant
or KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to KPMG's
satisfaction, would have caused it to make reference to the subject matter of
any such disagreement in connection with such report.
The Board of Directors of the Registrant was advised that KPMG
was given the opportunity to resign or be dismissed. Management will seek
ratification of this action by the Board of Directors at its next meeting.
On April 13, 1995, the Registrant engaged Arthur Andersen
("AA") as its new principal accountants. The Registrant has not consulted with
AA during the past two fiscal years or any subsequent interim period on the
application of any accounting principles or the type of opinion that might be
rendered on the Registrant's financial statements.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
The following documents are furnished as Exhibits to this
Current Report on Form 8-K pursuant to Item 601 of Regulation
S-B:
(16) Letter on Change in Certifying Accountants.
<PAGE> 3
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.
TLM CORPORATION
Date: June 19, 1995 /s/ Kim I. Pressman
---------------------------------
Kim I. Pressman
Vice President and
Treasurer
<PAGE> 4
EXHIBIT INDEX
(16) Letter on Change in Certifying Accountants.
<PAGE> 1
Exhibit 16
KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154
June 19, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for TLM Corporation and under date of
March 13, 1995, we reported on the consolidated financial statements of TLM
Corporation and subsidiary as of and for the year ended December 31, 1994. On
March 29, 1995, we resigned. We have read TLM Corporation's statements included
under Item 4 of its Form 8-K/A-2 dated May 31, 1995, and we agree that there
were no disagreements with TLM corporation. We are not in a position to agree or
disagree with TLM Corporation's statements regarding its engagement of or
communications with Arthur Andersen or with regard to information or advice
given to its Board. We were never requested to resign, nor were we fired.
Very truly yours,
KPMG Peat Marwick LLP
