SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 24, 1995
Audits & Surveys Worldwide, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Other Jurisdiction of Incorporation)
1-7675 57-0486003
(Commission File Number) (I.R.S. Employer Identification No.)
650 Avenue of the Americas, New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)
212 627-9700
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4 of Registrant's Current Report on Form 8-K, dated March 30, 1995
(the "Original Current Report"), is being hereby amended to state that Price
Waterhouse LLP, the Registrant's former independent accountants, had no
disagreements on any matters of accounting principles or practices, financial
statement disclosure or auditing scope and disclosures from January 1, 1995
through March 24, 1995, the date of its dismissal, which would have caused it
to make reference to the subject matter of such disagreements in its report.
Such Item 4 is therefore hereby amended to provide, in its entirety, as follows
(all capitalized terms used in this Item 4 and not defined therein shall have
the meanings attributed to such terms in the Original Current Report):
Item 4. Changes in Registrant's Certifying Accountant.
On March 24, 1995, upon the consummation of the Merger and in connection
therewith, Price Waterhouse LLP, formerly the independent accountants for the
Registrant, was dismissed, and the certified public accounting and auditing firm
of Deloitte & Touche LLP was retained as the Registrant's independent accounting
and auditing firm for purposes of auditing the Registrant's financial
statements.
Price Waterhouse LLP was dismissed because it was determined that only one
certified public accounting firm was necessary to represent the Registrant after
the consummation of the Merger. Since Deloitte & Touche LLP had been A&S's
independent accounting and auditing firm, and A&S's constituent business now
represents the vast majority of the Registrant's business, it made more sense to
retain Deloitte & Touche LLP. The reports of Price Waterhouse LLP on the
Registrant's financial statements for each of the past two fiscal years did not
contain an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. In connection
with their audits of the Registrants' financial statements for each of the two
most recent fiscal years and through the date of the subsequent interim period
ending March 24, 1995 (the date of Price Waterhouse LLP's dismissal as the
Registrant's independent accountants), Price Waterhouse LLP and the Registrant
have not had any disagreements on any matters of accounting principles or
practices, financial statement disclosure or auditing scope and procedures which
disagreements, if not resolved to the satisfaction of Price Waterhouse LLP,
would have caused Price Waterhouse LLP to make a reference to the subject matter
of the disagreements in their report. Price Waterhouse LLP has not performed any
procedures with respect to interim periods after the most recent fiscal year
end.
The Registrant has requested that Price Waterhouse LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated April 10,
1995, is filed as Exhibit 16 to this Form 8-K.
The decision to change accountants upon the consummation of the Merger was
approved by the Registrant's Board of Directors at the time that they approved
the Merger. No separate audit committee approval was obtained.
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Exhibit 16 attached to the Original Current Report is deleted in its
entirety and substituted therefor shall be the following new Exhibit 16:
Page Number or
Exhibit Incorporation by
Number Description Reference To
- ------ ----------- ----------------
(16) Letter from Price Waterhouse LLP, the Registrant's Page 4
independent accountants, dated April 10, 1995,
regarding their concurrence or disagreement with
the statements made by the Registrant in Item 4 of
this Form 8-K/A
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.
Audits & Surveys Worldwide, Inc.
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(Registrant)
Date: April 10, 1995 By: /s/ H. ARTHUR BELLOWS, JR.
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Name: H. Arthur Bellows, Jr.
Title: President
[PRICE WATERHOUSE LETTERHEAD AND LOGO]
April 10, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
The Triangle Corporation
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We have read Item 4 of the The Triangle Corporation's Form 8-K/A dated April 10,
1995 and are in agreement with the statements contained in Item 4 therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
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