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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
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) APRIL 26, 1999
Commission file number 0-23789
FLOUR CITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 62-1709152
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(State of Incorporation) (I.R.S. Employer Identification No.)
915 Riverview Drive, Suite One, Johnson City, TN 37620
(Address of principal executive offices, zip code)
(423) 928-2724
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 26, 1999, the Registrant was informed by its independent
auditors, Deloitte & Touche LLP ("D&T"), of D&T's resignation, effective as
of that date.
The reports of D&T on the financial statements of the Registrant for
each of the two fiscal years ended October 31, 1998 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
During each of the two fiscal years ended October 31, 1998, and the
subsequent interim period preceding D&T's resignation, there were no
disagreements with D&T on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of D&T, would have caused
D&T to make reference to the subject matter of the disagreements in
connection with their reports. During these periods, there were no
"reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Audit Committee of the Board of Directors did not recommend a
change in independent accountants and did not request that D&T resign the
account.
The Registrant has authorized D&T to respond fully to the inquiries
of the Registrant's successor accountant and has requested that D&T provide
the Registrant with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of
that letter, dated April 30,1999, is filed as exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter re change in certifying accountant
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.
FLOUR CITY INTERNATIONAL, INC.
/s/ ROBERT O. BRUCE
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Robert O. Bruce
Chief Financial Officer
Date: April 30, 1999
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EXHIBIT INDEX
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Exhibit Number Exhibit Contents
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<S> <C>
16.1 Letter re change in certifying accountant
</TABLE>
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EXHIBIT 16.1
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Deloitte & Touche LLP
Suite 2400
424 Church Street
SunTrust Center
Nashville, Tennessee 37219
April 30, 1999
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, DC 20549
Dear Sirs/Madams:
We have read Item 4 of the Company's Report on Form 8-K, dated April 26,
1999, and, except for the statements made in the fourth paragraph, on which we
have no basis to agree or disagree, we agree with the statements made therein.
Yours truly,
DELOITTE & TOUCHE LLP
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