1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8--K CURRENT REPORT Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported) July 22, 1997 ------------- TRISTAR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-13099 13-3129318 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 12500 San Pedro Avenue, Suite 500, San Antonio, Texas 78216 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (210) 402-2200 ------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 4. Changes in Registrant's Certifying Accountant. a(1) Dismissal of Independent Accountant. (i) On July 22, 1997, the Registrant advised KPMG Peat Marwick LLP ("KPMG") that the Registrant intended to retain a different independent accounting firm for the audit of its financial statements for the year ending August 30, 1997. KPMG had been engaged as the principal accountant to audit the Registrant's consolidated financial statements. (ii) KPMG's reports on the Registrant's consolidated financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Audit Committee of the Registrant's Board of Directors recommended the action taken with respect to KPMG. (iv) There have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure during the Registrant's two most recent fiscal years or in the subsequent interim period through July 22, 1997 (the date of termination) which disagreement(s), if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement(s) in connection with its report. (v) KPMG did not advise the Registrant during the Registrant's two most recent fiscal years or in the subsequent interim period through July 22, 1997 (the date of termination): (A) that the internal controls necessary for the Registrant to develop reliable financial statements did not exist; (B) that information had come to its attention that had led it to no longer be able to rely on management's representations, or that had made it unwilling to be associated with the financial statements prepared by management; (C) (1) of the need to expand significantly the scope of its audit, or that information had come to its attention during the two most recent fiscal years or any subsequent interim period that if further investigated might (i) materially have impacted the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report or (ii) have caused it to be unwilling to rely on management's representations or be associated with the Registrant's financial statements, and (2) it did not, due to its dismissal or for any other 3 reason, expand the scope of its audit or conduct such further investigation; or (D) that information had come to its attention that it had concluded materially impacts the fairness or reliability of either: (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report. (vi) The Registrant has requested KPMG to provide a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements set forth above. A copy of KPMG's letter to the Securities and Exchange Commission is filed as Exhibit 16 to this Form 8-K. a(2) Engagement of New Independent Accountant. (i) Coopers & Lybrand, L.L.P. ("Coopers") has been engaged by the Registrant as its new independent principal accountant to audit the Registrant's consolidated financial statements. This engagement was effective as of July 22, 1997. (ii) Prior to engaging Coopers, the Registrant has not consulted with Coopers during the Registrant's two most recent fiscal years or in the period since the end of the most recent fiscal year, in any matter regarding either: (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that Coopers concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement or an event described in Paragraph (a)(1)(v)(A)-(D), above. Coopers was the principal accountant for the Registrant for the fiscal years ended August 31, 1993 and 1994. 4 Item 7. Financial Statements and Exhibits. Exhibit Number Description Exhibit 16 Letter from KPMG Peat Marwick LLP to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K -3- 5 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 thereunto duly authorized. TRISTAR CORPORATION By /s/ Loren M. Eltiste ---------------------------------------------- Loren M. Eltiste Vice President, Chief Financial Officer, Assistant Secretary and Principal Accounting Officer DATE: July 28, 1997 -4- 6 INDEX TO EXHIBITS Exhibit Number Description Exhibit 16 Letter from KPMG Peat Marwick LLP to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K