-----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, UMDjg3WxEfhZlGgDUt8b+GM5XJy7MhJ3m2J7z+aU2Ppu7wo1LJCPrQFCoRfraztw PjO9izv7zy4wkE5AQKUukw== 0000897101-96-000467.txt : 19960705 0000897101-96-000467.hdr.sgml : 19960705 ACCESSION NUMBER: 0000897101-96-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960627 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21534 FILM NUMBER: 96591244 BUSINESS ADDRESS: STREET 1: 724 1ST ST N STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123383300 MAIL ADDRESS: STREET 1: 724 FIRST STREET NORTH STREET 2: FOURTH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 8-K 1 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 June 27, 1996 Date of Report (Date of earliest event reported) CHILDREN'S BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Minnesota 0-21534 41-1663712 (State or other (Commission File No.) (IRS Employer ID jurisdiction of No.) incorporation) 724 - First Street North, Minneapolis, Minnesota 55401 (Address of principal executive offices) (612) 338-3300 (Registrant's telephone number, including area code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent accountant (i) On June 27, 1996, Children's Broadcasting Company (the "Registrant") dismissed Ernst & Young LLP as its independent accountant. (ii) Except for an explanatory paragraph with respect to substantial doubt about the Registrant's ability to continue as a going concern and management's plans described in Note 2 to the Registrant's consolidated financial statements as of and for the years ended December 31, 1994 and 1995, the reports of Ernst & Young LLP on the financial statements for the past two fiscal 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 Registrant's Audit Committee and Board of Directors participated in and approved the decision to change independent accountants. (iv) In connection with its audits for the two most recent fiscal years and through June 27, 1996, there have been no disagreements with Ernst & Young LLP 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 Ernst & Young LLP would have caused them to make reference thereto in their report on the financial statements for such years. (v) During the two most recent fiscal years and through June 27, 1996, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). (vi) The Registrant requested that Ernst & Young LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. Attached hereto as Exhibit 16 is a copy of the letter of Ernst & Young LLP to the SEC dated July 2, 1996. (b) New independent accountant (i) The Registrant engaged BDO Seidman, LLP as its new independent accountant as of June 27, 1996. During the two most recent fiscal years and through June 27, 1996, the Registrant has not consulted with BDO Seidman, LLP on items which (1) involved the application of accounting principles to a specified transaction, either completed or proposed, or involved the type of audit opinion that might be rendered on the Registrant's financial statements, or (2) concerned the subject matter of a disagreement or reportable event with the former auditor (as described in Regulation S-K Item 304(a)(2)). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 16. Letter of Ernst & Young LLP to the Securities and Exchange Commission dated July 2, 1996. 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 thereunto duly authorized. Date: July 2, 1996 By: /s/ James G. Gilbertson ----------------------- Name: James G. Gilbertson Title: Chief Operating Officer, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description of Exhibit 16 Letter of Ernst & Young LLP addressed to the SEC dated July 2, 1996 re change in certifying accountant EX-16 2 EXHIBIT 16 July 2, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4 of Form 8-K dated June 27, 1996, of Children's Broadcasting Corporation and are in agreement with the statements contained in Item 4(a)(i), (ii), (iv), (v) and (vi). We have no basis to agree or disagree with other statements of the registrant contained therein. Ernst & Young LLP -----END PRIVACY-ENHANCED MESSAGE-----