SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 10, 1999
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METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
Delaware 0-22493 13-3668641
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Im Langacher
P.O. Box MT-100
CH-8606 Greifensee, Switzerland
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 011-41-1-944-2211
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(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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1. Changes in Registrant's Certifying Accountant
On March 10, 1999, the Registrant dismissed KPMG Fides Peat as the
Registrant's independent auditors. The reports of KPMG Fides Peat on the
Registrant's financial statements for the fiscal years ended December 31, 1998
and December 31, 1997 did not contain an adverse opinion or a disclaimer of
opinion, or a qualification or modification as to uncertainty, audit scope, or
accounting principles. In connection with its audits for the Registrant's two
most recent fiscal years and through March 10, 1999 there were no disagreements
with KPMG Fides Peat on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of KPMG Fides Peat, would
have caused it to make a reference to the subject matter of the disagreement(s)
in connection with its reports covering such periods. None of the reportable
events listed in Item 304(a)(1)(v) of Regulation S-K occurred with respect to
the Registrant and KPMG Fides Peat.
Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K,
the Registrant has provided KPMG Fides Peat with a copy of this Form 8-K and
KPMG Fides Peat has provided to the Registrant a response addressed to the
Securities and Exchange Commission as to KPMG Fides Peat's agreement with the
statements made in this Item 4 with respect to KPMG Fides Peat. KPMG Fides
Peat's response letter is filed as an exhibit to this Form 8-K.
On March 10, 1999, the Registrant engaged PricewaterhouseCoopers
("PWC") as its independent auditors for the fiscal year ending December 31,
1999. During the Registrant's two most recent fiscal years, and through March
10, 1999, the Registrant did not consult with PWC as to either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements and the Registrant did not consult with PWC as
to any matter that was either the subject of a disagreement or reportable event.
The decision to dismiss KPMG Fides Peat as the Registrant's independent
auditors was approved by the Audit Committee of the Registrant's Board of
Directors.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
The following exhibit is furnished in accordance with Item 601 of
Regulation S-K:
16.1 Letter regarding change of independent auditor for
Mettler-Toledo International Inc. from KPMG Fides Peat.
1
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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.
METTLER-TOLEDO INTERNATIONAL INC.
(Registrant)
Date: March 17, 1999 By: /S/ WILLIAM P. DONNELLY
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William P. Donnelly
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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16.1 Letter regarding change of independent auditors for Mettler-Toledo
International Inc.
3
Exhibit 16.1
[KPMG FIDES PEAT Letterhead]
Securities and Exchange Commission
Washington, D.C. 20549
March 17, 1999
Ladies and Gentlemen:
We were previously principal accountants for Mettler-Toledo International Inc.
(the Registrant) and, under the date of February 5, 1999, we reported on the
consolidated financial statements of Mettler-Toledo International Inc. and
subsidiaries as of and for the years ended December 31, 1998 and 1997. On March
10, 1999, our appointment as principal accountants was terminated. We have read
Mettler-Toledo International Inc.'s statements included under Item 4 of its Form
8-K dated March 10, 1999, and we agree with such statements, except as follows:
1. We are not in the position to agree or disagree with Mettler-Toledo
International Inc.'s statement regarding whether the decision to
dismiss KPMG Fides Peat as the Registrant's independent auditors' was
approved by the Audit Committee of the Registrant's Board of Directors;
and
2. We are not in the position to agree or disagree with Mettler-Toledo
International Inc.'s statement that the Registrant did not consult with
PricewaterhouseCoopers as to the application of accounting principles
to a specific transaction; either completed or proposed.
Very truly yours,
/S/ KPMG FIDES PEAT
Zurich, Switzerland
