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
February 28, 1996
Date of Report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-3701 47-0351813
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Valley, Nebraska 68064
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 359-2201
Page 1
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On February 28, 1996, the Board of Directors approved the recommendation by
the Audit Committee of the Board of Directors to (i) engage Deloitte & Touche
LLP as the independent accountants for Valmont Industries, Inc. and (ii)
dismiss KPMG Peat Marwick LLP as such independent accountants.
During the two fiscal years ended December 30, 1995 and the subsequent
interim period through February 28, 1996, (i) there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, 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 Peat Marwick 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 accountants' report of KPMG Peat Marwick LLP on the consolidated
financial statements of Valmont Industries, Inc. and subsidiaries as of and
for the years ended December 30, 1995 and December 31, 1994 did not contain
any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles. A letter
from KPMG Peat Marwick LLP is attached as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. Exhibits:
Exhibit 16. Letter re change in certifying accountants.
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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 hereunto duly authorized.
VALMONT INDUSTRIES, INC.
Date: March 4, 1996 By:/S/Terry J. McClain
_______________________________
Terry J. McClain
Vice President and Chief
Financial Officer
Page 3
KPMG Peat Marwick LLP (letterhead)
Two Central Park Plaza Telephone 402-348-1450 Telefax 402-348-0152
Suite 1501
Omaha, NE 68102
233 South 13th Street, Telephone 402-476-1216 Telefax 402-476-1944
Suite 1600
Lincoln, NE 68508-2041
March 1, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Valmont Industries, Inc. and,
under the date of February 16, 1996, we reported on the consolidated
financial statements of Valmont Industries, Inc. and subsidiaries as of and
for the years ended December 30, 1995 and December 31, 1994. On February 28,
1996, our appointment as principal accountants was terminated. We have read
Valmont Industries, Inc.'s statements included under Item 4 of its Form 8-K
dated February 28, 1996, and we agree with such statements, except we are not
in a position to agree or disagree with the statement that the Board of
Directors approved the recommendation by the Audit Committee of the Board of
Directors to engage Deloitte & Touche LLP as the independent accountant for
Valmont Industries, Inc.
Very truly yours,
/S/KPMG PEAT MARWICK LLP
