SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ACORN VENTURE CAPITAL CORPORATION
(Exact name of registrant as specified in charter)
Delaware 814-29 59-2332857
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(State or other jurisdic- (Commission (IRS employer
tion of incorporation) file number) identification no.)
322 Park Street, Jacksonville, Florida 32204
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (904) 359-8624
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(Former name or former address, if changed since last report)
ITEM 4. Changes in Certifying Accountant.
(a) During the Registrant's two most recent fiscal years, the
Registrant engaged the accounting firm of Ernst & Young LLP ("E&Y")
as the independent accountants to audit the Registrant's financial
statements. As a result of the Registrant advising E&Y that the
Registrant may be asserting certain claims with respect to the
performance of E&Y's duties as auditor of one of the Registrant's
portfolio companies, E&Y, by letter dated December 28, 1995 (and
received on January 2, 1996), resigned because under applicable
professional standards, E&Y concluded it was no longer independent
with respect to the Registrant. On January 2, 1996, the Registrant
engaged the firm of Coopers & Lybrand L.L.P. to act as its
independent accountants for the 1995 fiscal year.
(b) Registrant's decision to engage Coopers & Lybrand L.L.P.
as the Registrant's independent accountants was recommended by its
Audit Committee and approved by its Board of Directors, including
a majority of persons who are not "interested" persons as required
by Section 32 of the Investment Company Act of 1940.
(c) E&Y's reports on the Registrant's financial statements
for the past two fiscal years did not contain an adverse opinion or
a disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. However, there
was an explanatory paragraph in each report relating to the
valuation of investments being based on the best estimate of the
Board of Directors in the absence of readily ascertainable market
value.
(d) There has not occurred, during the two fiscal years ended
as of December 31, 1994, or any subsequent interim period prior to
January 2, 1996, any reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K of the Securities and Exchange
Commission) with respect to E&Y.
(e) In connection with the audits of the Registrant's
financial statements for each of the two fiscal years ended as of
December 31, 1994, and in the subsequent interim period, there were
no disagreements with E&Y on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which if not resolved to the satisfaction of E&Y would
have caused E&Y to make reference to the matter in their report on
the Registrant's financial statements for such periods.
(f) The Registrant is filing the letter dated January 4, 1996
from E&Y addressed to the Securities & Exchange Commission, stating
that it agrees with the statements contained herein.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibit No. Description
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16 Letter from Ernst & Young LLP to the SEC
re change in certifying accountant.
SIGNATURE
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 thereunto duly authorized.
Dated: January 5, 1996
ACORN VENTURE CAPITAL
CORPORATION
By:Stephen A. Ollendorff
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Stephen A. Ollendorff
Chairman and
Chief Executive Officer