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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 28, 1999
CRAIG CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-6123 95-1620188
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(State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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550 South Hope Street
Suite 1825
Los Angeles, California 90071
Registrant's telephone number: 213-239-0555
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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
On May 28, 1999, the Company was advised by Ernst & Young LLP (E&Y) that E&Y
resigned as the Company's independent accountants with respect to the year ended
December 31, 1999. E&Y's Reports on the Company's Financial Statements for
each of the past two years did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. Prior to receiving this information from E&Y, no
decision had been made by the Company, the Board of Directors or any audit or
similar committee of the Board of Directors, with respect to the ongoing
retention of E&Y as the Company's independent accountants for such year.
A decision was previously communicated to E&Y that the Company's Australian
subsidiary, Reading Entertainment Australia Pty Ltd, would be seeking another
independent accountant.
During the Company's two most recent fiscal years, and the subsequent interim
period preceding E&Y's resignation, there were no disagreements between the
Company and E&Y on any matter of accounting principles or practices, financial
statement disclosure, or audit scope or procedures which, if not resolved, to
the satisfaction of E&Y, would have caused E&Y to make a reference to the
subject matter of the disagreement in connection with E&Y's report.
During the Company's two most recent fiscal years and the subsequent interim
period preceding E&Y's resignation, E&Y did not advise the Company:
(a) That any internal controls necessary for the Company to develop
reliable financial statements did not exist;
(b) That any information had come to E&Y's attention that led it to no
longer be able to rely on management's representations, or that made it
unwilling to be associated with the financial statements prepared by
management;
(c) (1) Of any need to expand significantly the scope of its audit, or
that information had come to E&Y's attention during such period that, if
further investigated, may (i) materially impact the fairness or reliability
of either a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (ii) cause it to be unwilling to rely on management's
representations or be associated with the registrant's financial
statements; and, consequently, insofar as the Company is aware, (2) E&Y was
not prevented from expanding the scope of its audit or conducting further
investigations due to E&Y's resignation, audit scope limitations, or any
other reason;
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(d) (1) That information had come to E&Y's attention that it had
concluded materially impacts the fairness or reliability of a
previously issued audit report or the underlying financial statements.
The Company has provided E&Y with a copy of this report and has requested E&Y to
furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made herein. Attached
as Exhibit 16 to this Form 8-K is a copy of E&Y's letter.
The Company has engaged Deloitte & Touche LLP ("Deloitte") as the Company's
independent accountant. During the Company's two most recent fiscal years and
the interim period subsequent to the fiscal year ended December 31, 1998,
neither the Company nor any person on the Company's behalf consulted Deloitte
concerning either
(a) 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 Company's financial statements; and no
written or oral advice was provided to the Company that Deloitte concluded
was an important factor considered by the Company in reaching a decision as
to accounting, auditing, or financial reporting issues; or
(b) any matter that was the subject of a disagreement or a reportable
event, as those items are defined under Regulation ss. 229.304 (17 C.F.R.
ss, 229.304).]
Item 7. Financial Statements and Exhibits
(c) Exhibits
Item Description
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(16) Letter of Ernst & Young LLP regarding change in
certifying accountants.
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 7, 1999 CRAIG CORPORATION
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Registrant
By: /s/ S. Craig Tompkins
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President
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EXHIBIT 16
June 7, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4. of Form 8-K dated June 7, 1999 of Craig Corporation and are
in agreement with the statements contained in the first two sentences and the
fourth sentence of paragraph one on page 1., the statements contained in
paragraph two on page 1., the statements contained in paragraph three on pages 1
and 2, and with paragraph one on page 2.
To avoid any potential confusion that could arise from the manner in which the
Company phrased the disclosure in paragraph three on pages 1 and 2, we have been
informed by management of the Company that it intended to convey that there were
no "reportable events" as that term is defined in Item 304(a)(i)(v) of
Regulation S-K, and we agree therewith.
We have no basis upon which to agree or disagree with the statements made in the
third sentence of paragraph one on page 1. or in paragraph two on page 2.
/s/ Ernst & Young LLP
