SEC Company Response from HANDY HARDWARE WHOLESALE INC (CIK 0000354053) — May 16, 2005
HANDY HARDWARE WHOLESALE INC (CIK 0000354053)
Date: May 16, 2005 · CIK: 0000354053 · Accession: 0000899078-05-000391
AI Filing Summary & Sentiment
File numbers found in text: 000-15708
Referenced dates: April 29, 2005
Letter
May 16, 2005 By EDGAR and facsimile 202-942-9531 Mr. Ryan Rohn Staff Accountant Division of Corporation Finance Securities and Exchange Commission Mail Stop 0510 450 5th Street, N.W. - Judiciary Plaza Washington D.C. 20549-0405
Re: Handy Hardware Wholesale, Inc. Form 8-K Item 4.01 filed April 28, 2005 File No. 000-15708
Dear Mr. Rohn:
This letter responds to the comments of the Staff contained in your letter dated April 29, 2005 regarding the above Form 8-K filed April 28, 2005. The responses included in this letter have been numbered to correspond to the number of the Staff's comments. This letter is being filed via EDGAR today.
1. AMEND YOUR FORM 8-K TO STATE WHETHER THE FORMER ACCOUNTANT RESIGNED, DECLINED TO STAND FOR RE-ELECTION OR WAS DISMISSED. REFER TO ITEM 304(A)(1)(I) OF REGULATION S-K.
The Form 8-K is amended to indicate that the former accountant declined to stand for re-election.
2. IN CONSIDERATION THAT YOU HAVE NOT FILED YOUR FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005 AS OF YET, PLEASE SUBMIT AN AMENDED ITEM 4.01 8-K ONCE CLYDE D. THOMAS & COMPANY, P.C. IS NOT EFFECTIVELY YOUR ACCOUNTANT.
<PAGE> JENKENS & GILCHRIST A PROFESSIONAL CORPORATION
Ryan Rohn May 13, 2005 Page 2
Handy Hardware Wholesale, Inc.'s Form 10-Q was filed on Friday, May 13, 2005.
3. PLEASE EXPLAIN TO US HOW YOUR SUCCESSOR ACCOUNTANT WAS HIRED ON APRIL 19, 2005 PRIOR TO THE DATE OF APRIL 22, 2005 WHEN IT WAS DETERMINED THAT YOUR PREDECESSOR ACCOUNTANT WOULD NO LONGER BE YOUR ACCOUNTANT.
After speaking with Mr. Ryan Rohn on Friday, May 13, 2005 and explaining the background to the Company's change of accountants, he determined that we did not need any further explanation in our Amended Form 8-K on this matter.
4. PLEASE AMEND YOUR FORM 8-K TO INDICATE WHETHER THE BOARD OF DIRECTORS RECOMMENDED OR APPROVED THE DECISION TO CHANGE ACCOUNTANTS. SEE ITEM 304(A)(1)(III) OF REGULATION S-K.
The Form 8-K is amended to reflect that the Board of Directors approved the decision to change accountants.
5. ITEM 304(A)(1)(II) OF REGULATION S-K REQUIRES A STATEMENT WHETHER THE ACCOUNTANT'S REPORT ON THE FINANCIAL STATEMENTS FOR EITHER OF THE PAST TWO YEARS CONTAINED AN ADVERSE OPINION OR A DISCLAIMER OF OPINION OR WAS QUALIFIED OR MODIFIED AS TO UNCERTAINTY, AUDIT SCOPE OR ACCOUNTING PRINCIPLES; AND A DESCRIPTION OF THE NATURE OF SUCH ADVERSE OPINION, DISCLAIMER OF OPINION, MODIFICATION OR QUALIFICATION. THIS WOULD INCLUDE DISCLOSURE OF UNCERTAINTY REGARDING THE ABILITY TO CONTINUE AS A GOING CONCERN IN THE ACCOUNTANT'S REPORT.
The Amended Form 8-K includes a statement that the accountant's reports on the financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles including that there was no uncertainty regarding the ability to continue as a going concern.
Exhibit 16:
6. TO THE EXTENT THAT YOU MAKE CHANGES TO THE FORM 8-K TO COMPLY WITH OUR COMMENTS, PLEASE OBTAIN AND FILE AN UPDATED EXHIBIT 16.1 LETTER FROM THE FORMER ACCOUNTANTS STATING WHETHER THE ACCOUNTANT AGREES WITH THE STATEMENTS MADE IN YOUR REVISED FORM 8-K.
The Amended Form 8-K includes an updated Exhibit 16.1 letter from the former accountants.
<PAGE> JENKENS & GILCHRIST A PROFESSIONAL CORPORATION
Ryan Rohn May 13, 2005 Page 3
Please feel free to contact me at 713-951-3342 with any further questions or comments. Thank you.
Very truly yours,
/s/ Lee Thompson
--------------------------------
Lee Thompson
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION Austin, Texas
(512) 499-3800
Chicago, Illinois
1401 MCKINNEY (312) 425-3900
SUITE 260 Dallas, Texas
HOUSTON, TEXAS 77010-4034 (214) 855-4500
Los Angeles, California
(713) 951-3300 (310) 820-8800
FACSIMILE (713) 951-3314 Pasadena, California
(626) 578-7400
San Antonio, Texas
Lee Thompson (210) 246-5000
(713) 951-3342 Washington, D.C.
lthompson@jenkens.com www.jenkens.com (202) 326-1500
May 16, 2005
By EDGAR and facsimile 202-942-9531
Mr. Ryan Rohn
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 0510
450 5th Street, N.W. - Judiciary Plaza
Washington D.C. 20549-0405
Re: Handy Hardware Wholesale, Inc.
Form 8-K Item 4.01 filed April 28, 2005
File No. 000-15708
Dear Mr. Rohn:
This letter responds to the comments of the Staff contained in your letter
dated April 29, 2005 regarding the above Form 8-K filed April 28, 2005. The
responses included in this letter have been numbered to correspond to the number
of the Staff's comments. This letter is being filed via EDGAR today.
1. AMEND YOUR FORM 8-K TO STATE WHETHER THE FORMER ACCOUNTANT RESIGNED,
DECLINED TO STAND FOR RE-ELECTION OR WAS DISMISSED. REFER TO ITEM 304(A)(1)(I)
OF REGULATION S-K.
The Form 8-K is amended to indicate that the former accountant declined to
stand for re-election.
2. IN CONSIDERATION THAT YOU HAVE NOT FILED YOUR FORM 10-Q FOR THE PERIOD
ENDED MARCH 31, 2005 AS OF YET, PLEASE SUBMIT AN AMENDED ITEM 4.01 8-K ONCE
CLYDE D. THOMAS & COMPANY, P.C. IS NOT EFFECTIVELY YOUR ACCOUNTANT.
<PAGE>
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
Ryan Rohn
May 13, 2005
Page 2
Handy Hardware Wholesale, Inc.'s Form 10-Q was filed on Friday, May 13,
2005.
3. PLEASE EXPLAIN TO US HOW YOUR SUCCESSOR ACCOUNTANT WAS HIRED ON APRIL
19, 2005 PRIOR TO THE DATE OF APRIL 22, 2005 WHEN IT WAS DETERMINED THAT YOUR
PREDECESSOR ACCOUNTANT WOULD NO LONGER BE YOUR ACCOUNTANT.
After speaking with Mr. Ryan Rohn on Friday, May 13, 2005 and explaining
the background to the Company's change of accountants, he determined that we did
not need any further explanation in our Amended Form 8-K on this matter.
4. PLEASE AMEND YOUR FORM 8-K TO INDICATE WHETHER THE BOARD OF DIRECTORS
RECOMMENDED OR APPROVED THE DECISION TO CHANGE ACCOUNTANTS. SEE ITEM
304(A)(1)(III) OF REGULATION S-K.
The Form 8-K is amended to reflect that the Board of Directors approved the
decision to change accountants.
5. ITEM 304(A)(1)(II) OF REGULATION S-K REQUIRES A STATEMENT WHETHER THE
ACCOUNTANT'S REPORT ON THE FINANCIAL STATEMENTS FOR EITHER OF THE PAST TWO YEARS
CONTAINED AN ADVERSE OPINION OR A DISCLAIMER OF OPINION OR WAS QUALIFIED OR
MODIFIED AS TO UNCERTAINTY, AUDIT SCOPE OR ACCOUNTING PRINCIPLES; AND A
DESCRIPTION OF THE NATURE OF SUCH ADVERSE OPINION, DISCLAIMER OF OPINION,
MODIFICATION OR QUALIFICATION. THIS WOULD INCLUDE DISCLOSURE OF UNCERTAINTY
REGARDING THE ABILITY TO CONTINUE AS A GOING CONCERN IN THE ACCOUNTANT'S REPORT.
The Amended Form 8-K includes a statement that the accountant's reports on
the financial statements for either of the past two years did not contain an
adverse opinion or a disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles including that there was no
uncertainty regarding the ability to continue as a going concern.
Exhibit 16:
6. TO THE EXTENT THAT YOU MAKE CHANGES TO THE FORM 8-K TO COMPLY WITH OUR
COMMENTS, PLEASE OBTAIN AND FILE AN UPDATED EXHIBIT 16.1 LETTER FROM THE FORMER
ACCOUNTANTS STATING WHETHER THE ACCOUNTANT AGREES WITH THE STATEMENTS MADE IN
YOUR REVISED FORM 8-K.
The Amended Form 8-K includes an updated Exhibit 16.1 letter from the
former accountants.
<PAGE>
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
Ryan Rohn
May 13, 2005
Page 3
Please feel free to contact me at 713-951-3342 with any further questions
or comments. Thank you.
Very truly yours,
/s/ Lee Thompson
--------------------------------
Lee Thompson
LT:at
cc: Ms. Tina S. Kirbie
Handy Hardware Wholesale, Inc.
8300 Tewantin Drive
Houston, TX 77061
</TEXT>
</DOCUMENT>