-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSDNVFsaxt5SivvRMTiV8RwQcJ62j0+VgIXf2zoZVszUxHR3NC+r5OW86fxjyy6L /t6pHonecVQeektu4ZPMxw== 0000950142-98-000868.txt : 19981214 0000950142-98-000868.hdr.sgml : 19981214 ACCESSION NUMBER: 0000950142-98-000868 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981207 ITEM INFORMATION: FILED AS OF DATE: 19981211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NFO WORLDWIDE INC CENTRAL INDEX KEY: 0000897940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 061327424 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13707 FILM NUMBER: 98767944 BUSINESS ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298888 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 FORM 8K CURRENT REPORT SECURITIES AND EXHANGE COMMISSION Washington, D.C. 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): December 7, 1998 NFO WORLDWIDE, INC. ------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 0-21460 06-1327424 ------- ---------- (Commission file number) (IRS Employer File Number) 2 Pickwick Plaza, Greenwich, CT 06830 ------------------------------------- (Address of Principal Executive Offices) (203) 629-8888 -------------- (Registrant's Telephone Number, Including Area Code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Soteriou Banerji has served as the registered auditor and chartered accountant of The MBL Group Plc ("MBL"), a wholly owned subsidiary of NFO Worldwide, Inc. ("the Company"), since December 1993. The Company has decided to change its certifying accountant for MBL to Arthur Andersen, the certifying accountant of the Company, commencing December 7, 1998. (a) Previous certifying accountant (1) (i) On December 7, 1998, the Company determined not to engage Soteriou Banerji as MBL's certifying accountant for its 1998 fiscal year. (ii) The reports of Soteriou Banerji on MBL's financial statements for each of 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. (iii) Management of the Company made the decision to change certifying accountants. (iv) In connection with the audits of MBL's financial statements for each of its two most recent fiscal years and through the date of this report, there were no disagreements with Soteriou Banerji on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Soteriou Banerji, would have caused Soteriou Banerji to make reference to the matter in connection with its report. (v) During MBL's two most recent fiscal years and through the date of this report, there were no "reportable events" as defined in Item 304 (a) (1) (v) of Regulation S-K. (2) The Company has requested that Soteriou Banerji furnish it, as promptly as possible, with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter, dated December 7, 1998, is filed as an Exhibit to this Form 8-K. (b) New certifying accountant (i) MBL engaged Arthur Andersen as its new certifying accountant as of December 7, 1998. During MBL's two most recent fiscal years and through the date of this report, neither MBL, the Company nor anyone else on its behalf consulted Arthur Andersen regarding any of the matters or events set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 1 Letter from Soteriou Banerji to the Company, dated December 7, 1998, regarding its agreement with the statements made in the Form 8-K. 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 hereunto duly authorized. NFO Worldwide, Inc. By: /s/ PATRICK G. HEALY ------------------------ PATRICK G. HEALY President - Corporate Products/ Systems Development and Chief Financial Officer (Authorized Officer of Registrant and Principal Financial Officer) Dated: December 11, 1998 ----------------- EX-1 2 EXHIBIT 1 Exhibit 1 SOTERIOU BANERJI --------------------------------------------------------------- CHARTERED ACCOUNTANTS 253 GRAY'S INN ROAD, LONDON, WCIX 8QT TELEPHONE: 0171-278 8251 FACSIMILE: 0171-278 3475 December 7th, 1998 Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read Item 4 of Form 8-K of NFO Worldwide, Inc. dated December 7th, 1998, and have the following comments: We agree with the statement in the first sentence preceding item (a). We have no basis for agreeing or disagreeing with the statement in the second sentence preceding item (a). We have no basis for agreeing or disagreeing with the statement in paragraph (a)(1)(i). We were notified on December 7th, 1998, by NFO Worldwide, Inc.'s Chief Financial Officer that we were dismissed as The MBL Group Plc's certifying accountant. We agree with the statements in paragraph (a)(1)(ii). We have no basis for agreeing or disagreeing with the statement in paragraph (a)(1)(iii). We agree with the statements in paragraphs (a)(1)(iv) and (v). We agree with the statement in the first sentence in item (a)(2). We have no basis for agreeing or disagreeing with the statement in the second sentence in item (a)(2). We have no basis for agreeing or disagreeing with the statements in item (b)(i). Very truly yours, By: /s/ SOTERIOU BANERJI - ------------------------ Soteriou Banerji -----END PRIVACY-ENHANCED MESSAGE-----