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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) May 21, 1999
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Cragar Industries, Inc.
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Delaware 1-12559 86-0721001
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4636 North 43rd Avenue, Phoenix, Arizona 85031
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (623) 247-1300
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Not Applicable
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(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Board of Directors of the Company, upon recommendation of the Audit
Committee of the Board, on May 21, 1999 voted to terminate the Company's
audit relationship with KPMG LLP and engage Semple & Cooper, LLP as its new
independent accountants to audit the Company's financial statements.
The auditor's report issued by KPMG LLP covering the Company's financial
statements as of and for the two years ended December 31, 1998, was modified
to state the financial statements had been prepared assuming that the Company
was to continue as a going concern in that the Company had a stockholders'
deficiency and suffered recurring losses from operations that raised
substantial doubt about its ability to continue as a going concern. During
the two year period ended December 31, 1998 and the interim period thereafter
from January 1, 1999 through May 21, 1999, there were no disagreements
between the Company and KPMG LLP on any matter of accounting principles and
practices, financial statement disclosures, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of KPMG LLP, would
have caused them to make reference to the subject matter of the disagreements
in connection with their report. The Company has authorized KPMG LLP to
respond fully to inquiries from Semple & Cooper, LLP concerning all matters
relating to prior audits conducted by KPMG LLP.
The Company interviewed Semple & Cooper, LLP before making its decision.
During this interview Company representatives sought information concerning
the potential auditor's familiarity with accounting matters affecting the
automotive aftermarket industry and the Company. No specific advice was
sought. The Company did not perceive that there were any differences with
regard to substantive accounting issues as between Semple & Cooper, LLP and
the Company's prior auditors.
The Company has supplied a copy of this disclosure to KPMG LLP. A copy of
KPMG LLP's letter addressed to the Securities and Exchange Commission in
accordance with the requirements of Item 304 (a) of Regulation S-K
promulgated by the Securities and Exchange Commission, indicating that KPMG
LLP agrees with the Company's statements in this disclosure in so far as they
relate to KPMG LLP or the Company's relationship with KPMG LLP, is attached
as Exhibit 1.
ITEM 7. EXHIBITS
(c) Exhibit 1 Letter, dated May 24, 1999, to SEC from KPMG LLP
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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.
CRAGAR INDUSTRIES, INC.
Date: May 27, 1999 /s/ Michael L. Hartzmark
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Michael L. Hartzmark
President, Treasurer & CEO
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[KPMG LETTERHEAD]
EXHIBIT 1.
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May 24, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Cragar Industries, Inc. and,
under the date of March 18, 1999, we reported on the financial statements of
Cragar Industries, Inc. as of December 31, 1998 and for each of the years in
the two-year period ended December 31, 1998. On May 21, 1999, we were
terminated as the principal accountants for Cragar Industries, Inc. We have
read Cragar Industries, Inc.'s statements included in the second paragraph of
Item 4, of its Form 8-K dated May 21, 1999, and we agree with such
statements. We are not in a position to agree or disagree with the statements
included in the first and third paragraphs of said Item 4.
Very truly yours,
KPMG LLP
