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 September 28, 2000
WILSON BROTHERS USA, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 1-3329 36-
1971260
(STATE OR OTHER (COMMISSION FILE NO.) (IRS
EMPLOYER
JURISDICTION OF
IDENTIFICATION
NUMBER
ORGANIZATION)
902 South Main Street
Point Marion, PA 15474
(412) 725-5231
(ADDRESS, INCLUDING ZIP CODE, AND
TELPHONE NUMBER INCLUDING AREA
CODE OF REGISTRATN'S
PRINCIPAL EXECUTIVE
OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST
REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
(a) Previous independent accountants
(i) Effective September 28, 2000, the registrant
dismissed Arthur Andersen LLP. A copy of the
registrant's dismissal letter to Arthur Andersen LLP
dated September 28, 2000 is filed as Exhibit 1.1 to
this Form 8-K.
(ii) The reports of Arthur Andersen LLP on the
financial statements for the fiscal years ended
December 31, 1996 and 1997 contained no adverse
opinion or disclaimer of opinion and were not
modified as to audit scope or accounting principle.
However, their reports for such years were modified
as to uncertainty that the Registrant will continue
as a going concern.
(iii) The decision to change accountants was approved
by the Board of Directors.
(iv) In connection with its audits for the fiscal
years ended December 31, 1996 and 1997, there have
been no disagreements with Arthur Andersen LLP 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 Arthur Andersen LLP would have caused
them to make reference thereto in their report on the
financial statements for such years.
(v) The Registrant has requested Arthur Andersen LLP
to furnish it with a letter addressed to the SEC
stating whether or not it
agrees with the above statements. A copy of such
letter, dated October 2, 2000, is filed as Exhibit
1.2 to this Form 8-K.
(d) New independent accountants
(2) The Registrant engaged Pratt-Thomas, Gumb & Co.,
PA as its new independent accountants. During the
two years ended December 31, 1996 and 1997, the
Registrant has not consulted with PrattThomas, Gumb &
Co., PA regarding either (1) 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 either a written report was
provided to the registrant or oral advice was
provided that Pratt-Thomas, Gumb & Co., PA concluded
was an important factor considered by the registrant
in reaching a decision as to the accounting, auditing
or financial reporting issue; or (2) any mater that
was either the subject of a disagreement, as that
item is defined in Item 304 (a) (1) (iv) of
Regulation S-K and the related instructions to Item
304 of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as
that term is defined in Item 304 (a) (1) (v) of
Regulation S-K.
Exhibit 1.1 Registrant's letter dismissing Arthur
Andersen LLP.
Exhibit 1.2 Letter of response from Arthur
Andersen LLP to registrant's statements.
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.
WILSON BROTHERS
USA, INC.
Date: October 3, 2000 By: /s/ Frank
Zanin, Chief
Financial Officer
Exhibit 1.1
Wilson Brothers USA, Inc
902
South Main
Point
Marion, PA
15474
9/28/00
Arthur Andersen
101 Eisenhower Parkway
Roseland, NJ 07068
Dear Hank Knipper:
We have engaged Pratt-Thomas, Gumb & Co., PA to audit
our financial statements for 1998 and 1999, prepare
our corporate tax returns, and provide other
accounting assistance when necessary. In connection
therewith, I am respectfully terminating our
relationship with Arthur Andersen.
It has been our pleasure to work with you and Arthur
Andersen. I wish you the best of luck and hope that
we may have the chance to work together again.
Very truly yours,
Frank Zanin, Chief
Financial Officer Wilson
Brothers USA, Inc
Exhibit 1.2
Office of the Chief
Accountant Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
October 2, 2000
Dear Sir/Madam:
We have read paragraphs 4a i, ii, iv and v included in
the Form 8K dated September 28, 2000 of Wilson
Brothers USA, Inc. to be
filed with the Securities and Exchange Commission and
are in agreement with the statements contained
therein.
Very truly yours,
Arthur Andersen LLP
mb
cc: Mr. Frank Zanin, Chief Financial Officer
Wilson Brothers USA, Inc
_______________________________
PRACTICAL CONSIDERATIONS:
a
This letter is not required; it is merely a
convenience. The
introduction can be made orally by appropriate
company
officials if desired. It is advisable that this
letter be used
if the client and predecessor are involved in
serious disputes of any kind. If disputes do
exist, the client may want to include a
description of the relevant facts they made known
to the successor.
b
SAS No. 84 requires successor auditors to inquire
about management integrity; disagreements with
management about accounting principles,
disclosures, or audit scope; communications to
owners/managers regarding fraud, illegal acts, and
internal control matters; and the predecessor's
understanding of the reasons for the change. (See
LINK=*ATIGRB.QN6GMC.G9SGPE.XO7*Section 101
.) The letter at CL-2c may be used to make these
inquiries. In
addition, successor auditors may also consider it
helpful to obtain information about areas that
required a significant amount of audit time or
audit problems that arose from the condition of
the accounting system or records. Successor
auditors typically review or request copies of the
prior year accountants' report on the financial
statements, management letter (if one was issued),
tax returns, trial balance, and journal entries.
Depending on the circumstances, the successor may
consider it necessary to review other workpapers
or tax information.
LINK=*6U2G4U.96RYSM.QAEG8F.KE*Section 1803
discusses the auditor's review of a predecessor's
workpapers, including letters that successors and
clients may be asked to sign before the
predecessor grants access to workpapers.
