<PAGE>
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: MAY 17, 1999
Commission file number: 0-27992
ELAMEX, S.A. DE C.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MEXICO NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
AVENIDA INSURGENTES NO. 4145-B OTE.
CD. JUAREZ, CHIHUAHUA MEXICO C.P. 32340
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(915) 774-8252
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
IN EL PASO, TEXAS
Form 8-K shall be used for current reports under Section 13 or 15(d) of the
Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 [17 CFR
240.13a-11] or Rule 15d-11 [17 CFR 240.15d-11].
This Amendment No. 1 on Form 8-K/A (this "Amendment") does not make any
substantive change to the Form 8-K date April 30, 1999, as electronically filed
with the Commission on April 30, 1999 (the "Original 8-K"). This Amendment has
been filed because, we have incorporated exhibits not existing in the Original
8-K.
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On April 23, 1999, the shareholders of the registrant, at their
regularly scheduled annual meeting, approved the recommendation by the Audit
Committee of the Board of Directors to (i) engage Deloitte & Touche LLP as
independent accountants for Elamex, S.A. de C.V. and (ii) replace KPMG LLP as
such independent accountants.
During the fiscal years ended December 31, 1990 through December 31,
1998, (i) there were no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreements if not resolved to its satisfaction would have
caused it to make reference in connection with its report to the subject matter
of the disagreement, and (ii) KPMG LLP has not advised the registrant of any
reportable events as defined in paragraph (A) through (D) of Regulation S-K Item
304 (a) (1) (v).
The accountant's report of KPMG LLP on the consolidated financial
statements of Elamex, S.A. de C.V. and Subsidiaries as of and for the past 2
years ended December 31, 1998 did not contain any adverse opinion or disclaimer
of opinion, and was not qualified of modified as to uncertainty, audit scope, or
accounting principles.
Item 7. Financial Statements and Exchibits.
A. Exhibits:
Exhibit 99. Additional exhibits.
a). Letter dated May 14, 1999 from Elamex
to the Securities and Exchange
Commission.
Exhibit 16. Letter re change in certifying accountants.
Exhibit 99. Additional exhibits.
b). Letter dated May 12, 1999 from Elamex
to KPMG, LLP.
<PAGE>
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, thereunto duly authorized, in Ciudad Juarez, Chihuahua, Mexico.
ELAMEX, S.A. de C.V.
Date: May 19, 1999 By: /s/ Hector Raynal
Hector M. Raynal
President and Chief Executive Officer
(Duly Authorized Officer)
Date: May 19, 1999 By: /s/ Carlos Martens
Carlos D. Martens
Vice-President of Finance and
Chief Financial Officer
May 14, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen,
At their regularly scheduled annual meeting held on April 23, 1999, the
Shareholders of Elamex, S.A. de C.V. decided, upon recommendation from the audit
committee and the full Board of Directors, to change principal accountants from
KPMG Peat Marwick to Deloitte and Touche. Since management wanted KPMG to learn
of the audit committee's recommendation from us directly rather than by reading
about it in the Proxy, we had already informed KPMG on March 24 that the audit
committee would be recommending that Deloitte and Touche be auditors for the
following year, but that the final decision would be made by the shareholders at
their annual meeting, which they would be attending as auditors of the Company
for 1998. These facts were duly reported to the Commission on April 30, 1999.
Elamex also asked KPMG to send a letter addressed to the Commission in
accordance with section 304 of Regulation S-K (the "Section 304 Letter"). That
letter, dated May 4 and received by Elamex late in the afternoon on Thursday,
May 6, is attached.
Representatives of Elamex made phone calls to KPMG in order to address
factually inaccurate and misleading statements contained in the Section 304
Letter, and to give them an opportunity to correct it. KPMG promised to pass our
comments along to their staff in New York and get back with us. We followed up
by faxing a letter on Wednesday, May 12 (Monday was a Company holiday),
explaining our concerns in depth. On Friday May 14, we received word from KPMG
that, after considering our concerns and after consulting among themselves,
they would not change the language contained in the Section 304 Letter as we'd
received it.
Please find attached the Section 304 Letter, along with our May 12
response to KPMG outlining the concerns we have with it. We believe both
documents to be self explanatory, but in the event that anyone at the Commission
has any doubts or concerns, I would be happy to receive a phone call or letter.
Until then I remain,
Very truly yours,
/s/Carlos D. Martens
Carlos D. Martens
Vice President and CFO
KPMG (letterhead)
221 N. Kansas Street, Suite 1300
P.O. Box 522551
El Paso, TX 79999-0010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Elamex, S.A. de C.V. and, under the
date of March 1, 1999, we reported on the consolidated financial statements of
Elamex, S.A. de C.V. and subsidiaries (Elamex) as of and for the years ended
December 31, 1998 and 1997. On March 24, 1999, our appointment as principal
accountants was terminated. We have read Elamex's statements included under Item
4 of its 8-K dated April 30, 1999, and we agree with such statements, except (i)
that we are not in a position to agree or disagree with Elamex's statement that
the change was recommended by the audit committee of the Board of Directors and
(ii) except as described ion the following sentence. In our letter relating to
internal control and accounting procedures dated March 1, 1999, we noted a
reportable condition related to Elamex's accounting records and procedures in
accounting for income taxes.
/S/ KPMG LLP
El Paso, Texas
May 4, 1999
Elamex (letterhead)
Ave. Insurgentes 4145 B Ote. Cd. Juarez, Chih., 32340 Tel (16)16-43-33 Fax:
(16) 16-43-33, Ext. 210
220 N. Kansas, Suite 566 El Paso, TX 79901 Ph.(915) 774-8000 Fax (915)774-8210
May 12, 1999
KPMG Peat Marwick
Attn: Mr. Larry Evans
Mr. Steve Norman
221 N. Kansas Street, Suite 1300
El Paso TX 79999-0010
Gentlemen:
Thank you very much for your draft of the letter to the Securities and Exchange
Commission dated May 4, 1999. We appreciate the hard and valuable work that you
have put in at Elamex, and we also appreciate your prompt response to our
request for this letter. There are a couple of factual discrepancies that I
would like to address to you for your consideration in producing the final draft
of the letter.
The first sentence of your letter states that the report on the consolidated
financial statements was made "under the date of March 1, 1999." While this is
technically correct, representatives from KPMG and Elamex were discussing
auditing issues through March 25, 1999. Therefore, the opinion could not have
been ready on March 1, 1999. We feel that some sort of explanatory language is
necessary in order to make this statement not misleading.
Your letter also states that your appointment as principal accountants was
terminated on March 24, 1999. As you know, Elamex was unable to terminate its
principal accountants without a vote of the shareholders on April 23, 1999. No
act of the Board of Directors or any committee of the Board of Directors is
sufficient to change principal accountants. We would appreciate it very much if
you were to change the date on your letter to reflect that.
Section 229.304 (a)(3) of Regulation S-K states, in applicable part, "[t]he
registrant shall request the former accountant to furnish the registrant with a
letter addressed to the Commission stating whether it agrees with the statements
made by the registrant in response to this item 304(a) and, if not, stating the
respects in which it does not agree." Our submission of form 8-K on April 30,
1999 contains all of the statements made by Elamex in response to item 304(a).
In your draft of May 4, 1999 you state that you disagree with the statements
included under item 4 of our 8-K dated April 30, 1999 in the following respect:
In our letter relating to internal control and accounting procedures
dated March 1, 1999, we noted a reportable condition related to Elamex'
accounting records and procedures in accounting for income taxes.
This statement is not in the nature of a disagreement with any statement
included by Elamex under item 4 of our 8-K, and does not appear to be responsive
to any requirement contained in the Securities and Exchange Commission
Regulations. We feel like a reference to a reportable condition is gratuitous,
and we object very strongly to the inclusion of such a statement in your letter
to the SEC. Certainly, the termination of the relationship between Elamex and
KPMG did not in any way obligate KPMG to state to the SEC that there was a
reportable condition under standards of the American Institute of Certified
Public Accountants.
In spite of the fact that the letter to the audit committee carries a date of
March 1, 1999, it was actually received by our audit committee around April 18.
This discrepancy is very serious, as your letter to the SEC leaves the inference
that Elamex' audit committee recommended to the shareholders (assuming the
earlier language is corrected) that we change external auditors because of
language referring to a reportable condition. KPMG is acutely aware that this is
in fact not the case, and we consider the fact that the SEC could be left with
this impression to be a serious matter indeed. We urge you to consider your
language in the letter to the SEC to make it not misleading.
I look forward to your prompt response.
Sincerely yours,
/s/ Carlos D. Martens
Carlos D. Martens
Vice President & CFO
Cc: Hector Raynal
Alma Diaz
Donald Howard
