SECURITIES AND EXCHANGE 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) April 11, 2001
Ranger Industries, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Connecticut 000-18669 060768904
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
3400 82nd Way North, St. Petersburg, FL 33710
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(Address of Principal Executive Offices) (Zip Code)
(727) 381-4904
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(Registrant's Telephone Number, Including Area Code)
One Regency Drive, Bloomfield, CT 06002
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(Former Name or Former Address, If Changed Since Last Report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
PricewaterhouseCoopers, LLP ("PWC") was the independent accounting firm for
Ranger Industries, Inc., a Connecticut corporation (the "Company"), for the
fiscal years ended December 31, 1999 and 2000. PWC audited the Company's
financial statements for the fiscal years ended December 31, 1999 and 2000.
PWC's reports for these 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.
On April 11, 2001, the Company engaged Aidman, Piser & Company, P.A. ("AP")
to act as the independent accounting firm for the Company. As a result, PWC was
not retained. Prior to this date, AP consulted with Bumgarner Enterprises, Inc.,
a Florida corporation ("Bumgarner") in connection with the completion of the
tender offer and merger completed with the Company on February 6, 2001
(previously reported on Form 8-K). AP is currently auditing the financial
statements for Bumgarner for the year ended December 31, 2000. Bumgarner is now
the wholly-owned subsidiary of the Company.
Prior to AP becoming the independent accountants for the Company and except
to the extent described above with respect to Bumgarner, neither the Company,
nor anyone on its behalf, consulted with AP regarding the application of
accounting principles to a specific or contemplated transaction. Neither the
Company nor anyone on its behalf consulted with AP regarding the type of audit
opinion that might be rendered on the Company's financial statements or any
matter that was the subject of a disagreement or event as defined at Item
304(a)(2) of Regulation S-B.
The decision to change accountants was recommended and approved by the
board of directors of the Company. During the period from January 1, 1998 to
December 31, 2000, and through the date of this report, there were no
disagreements with PWC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PWC, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.
The Company has provided PWC with a copy of the disclosures it is making
herein in response to Item 304(a) of Regulation S-B, and has requested that PWC
provide its response letter, addressed to the United States Securities and
Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-B, stating
whether it agrees with the statements made by the Company and, if not, stating
the respects in which it does not agree. A copy of PWC's letter is attached as
an exhibit to this Current Report on Form 8-K.
Ranger Industries, Inc. Page 2
Form 8-K; April 11, 2001
The Company has provided AP with a copy of the disclosures it is making in
response to Item 304(a)(2) of Regulation S-B, and AP has indicated that no
response letter will be forthcoming.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c. Exhibits:
Exhibit
Number Description
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16.1 PricewaterhouseCoopers, LLP addressed to the
United States Securities and Exchange Commission
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.
RANGER INDUSTRIES, INC. (Registrant)
Date: April 16, 2001 By: /s/ Charles G. Masters
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Charles G. Masters, President
and Chief Executive Officer
Ranger Industries, Inc. Page 3
Form 8-K; April 11, 2001