- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
---------------
MAY 27, 1997
(Date of Report)
THE DWYER GROUP, INC.
(Exact name of registrant as specified in its chapter)
DELAWARE 0-15227 73-0941783
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
1010 N. UNIVERSITY PARKS DRIVE
WACO, TEXAS 76707
(Address of principal executive offices)
(254) 745-2400
(Registrant's telephone number,
including area code)
- --------------------------------------------------------------------------------
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 27, 1997, the Audit Committee of the Board of Directors of the
Registrant approved the dismissal of Coopers & Lybrand L.L.P. as its independent
public accountants and the appointment of BDO Seidman, LLP as its independent
public accountants, effective on such date. The Registrant has not consulted BDO
Seidman, LLP prior to such appointment with respect to any matter of accounting
principles or practices, financial statement disclosure, auditing scope or
procedure, or any disagreement with the Registrant's independent public
accountants. From July 1995 until such date, the Company had engaged Coopers &
Lybrand L.L.P. as its independent public accountants. During the period of the
engagement of Coopers & Lybrand L.L.P. by the Registrant, there were
disagreements expressed in 1997 with the Management of the Registrant concerning
the application of accounting principles with respect to accounting for assets
held for resale and the collectibility of certain notes receivable, all of which
were ultimately resolved to the satisfaction of Coopers & Lybrand L.L.P. and
communicated to the Audit Committee of the Board of Directors of the Registrant.
As a result of the application of accounting principles with respect to assets
held for resale, the audited financial statements of the Registrant for 1995
were restated. Non-resolution of these disagreements to the satisfaction of
Coopers & Lybrand L.L.P. would have caused them to make reference to the
disagreements in their financial reports to the Registrant. Coopers and Lybrand
L.L.P. has advised the Audit Committee of the Board of Directors of the
Registrant that during their audits of the 1995 and 1996 consolidated financial
statements of the Registrant, certain matters were noted involving the
Registrant's internal control structure and its operation which, in the
aggregate, may be considered reportable conditions, as defined by the American
Institute of Certified Public Accountants. However, subsequent to June 3, 1997,
the Registrant has further reviewed these matters involving the Registrant's
internal control structure and its operation noted by Coopers & Lybrand L.L.P.
and has concluded that these noted matters are not reportable conditions as
defined by the American Institute of Certified Public Accountants. The
Registrant has authorized Coopers & Lybrand L.L.P. to respond fully to the
inquiries of the successor accountant concerning the subject matter of each
disagreement. No report on the financial statements of the Registrant rendered
by Coopers & Lybrand L.L.P. contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, the scope of audit
performed, or accounting principles; however, the report of Coopers & Lybrand
L.L.P. dated April 11, 1997 contained an explanatory paragraph referring to the
prior period adjustment for the correction of an error in the consolidated
financial statements of the Registrant for the year ended December 31, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
1.1 Letter of Coopers & Lybrand L.L.P. dated June 3, 1997 regarding
change in certifying accountant .
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.
THE DWYER GROUP, INC.
Dated: July 2, 1997 By: /s/ Stephen E. Beatty
___________________________________
Stephen E. Beatty
Chief Financial Officer and Treasurer
[COOPERS & LYBRAND L.L.P. LETTERHEAD APPEARS HERE]
June 3, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by The Dwyer Group, Inc. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated May 27, 1997. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.