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 REPORTED): November 16, 2001 CT HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-08718 75-2432011 (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION INCORPORATION) NUMBER) 3811 TURTLE CREEK BOULEVARD, SUITE 770, DALLAS, TEXAS 75219 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 521-3443 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On November 14, 2001, the Audit Committee of the Registrant's Board of Directors determined to engage King Griffin & Adamson, P.C. (KGA) as the Registrant's independent public accountants for fiscal year 2001. The Registrant has been advised by KGA that neither the firm nor any of its associates has any material relationship with the Registrant or any affiliate of the Registrant. During the Registrant's two most recent fiscal years and the subsequent interim periods prior to engaging KGA, the Registrant has not consulted KGA regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, for which advice was provided that KGA concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Regulation S-K Item 304) or a reportable event (as described in paragraph (a)(1)(v) of Regulation S-K, Item 304). 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. CT Holdings, Inc. (Registrant) By: /s/ STEVEN B. SOLOMON --------------------- Steven B. Solomon President and Chief Executive Officer Dated as of November 20, 2001