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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): April 8, 1999
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Commission File Number 0-22010
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THOMAS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-0843540
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5221 N. O'CONNOR BOULEVARD, SUITE 500
IRVING, TEXAS 75039-3714
(Address of principal executive office) (Zip Code)
(972) 869-3400
(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 9, 1999, the Audit Committee of the Board of Directors of Thomas Group,
Inc. (the "Company") approved the engagement of Ernst & Young, LLP as the
Company's independent accountants to audit the financial statements of the
Company.
On April 8, 1999, BDO Seidman, LLP ("BDO"), who previously audited the Company's
financial statements, was dismissed by the Audit Committee of the Company's
Board of Directors as the Company's independent accountants.
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (CONTINUED)
The reports of BDO on the Company's financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's financial statements for the two
most recent fiscal years ended December 31, 1998 and 1997 and in the subsequent
interim period through April 8, 1999, there were no disagreements with BDO on
any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedures which, if not resolved to the
satisfaction of BDO, would have caused BDO to make reference to the matter in
their report on the financial statements for such years.
The Company requested that BDO furnish a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements. A copy
of such letter, dated April 9, 1999, is filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. Exhibit 16, the letter from BDO Seidman, LLP regarding the
foregoing change in certifying accountants, is attached in accordance with the
provisions of Item 601 of Regulation S-K.
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.
THOMAS GROUP, INC
Date: April 13, 1999 /s/ J. Thomas Williams
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J. Thomas Williams
Chief Executive Officer
Date: April 13, 1999 /s/ Leland L. Grubb
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Leland L Grubb
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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16 Letter from BDO Siedman, LLP