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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1943
Date of Report: March 29, 1995
BROWN & SHARPE MANUFACTURING COMPANY
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(Exact name of Registrant as specified in its charter)
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DELAWARE 1-5881 050113140
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
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Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852-1700
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code 401-886-2000
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Item 4: Changes in Registrant's Certifying Accountants
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The Audit Committee of the Board of Directors of Brown & Sharpe Manufacturing
Company (the "Company") approved and recommended to the Board of Directors of
the Company and the Board of Directors has approved, subject to management of
the Company concluding an agreement with Ernst & Young L.L.P. ("Ernst & Young")
to serve as the Company's independent auditors for fiscal year 1995, that the
independent accounting firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand"),
which served as the Company's independent accountants for fiscal year 1994
ending on December 31st and a number of prior years, be dismissed effective upon
completion of the Company's 1994 financial statements and the rendering of their
opinion thereon which occurred on March 29, 1995. The appointment of the
independent accounting firm of Ernst & Young as the Company's independent
accountants for fiscal year 1995 was effective upon the dismissal of Coopers &
Lybrand on March 29, 1995, subject to approval by the stockholders at the 1995
Annual Meeting of Stockholders.
The Company believes there were no disagreements with Coopers & Lybrand
within the meaning of Instruction 4 of Item 304 of Regulation S-K on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure in connection with the audits of the Company's
financial statements for the fiscal years ended December 26, 1992, December 25,
1993 and December 31, 1994 or for any subsequent interim period, which
disagreements, if not resolved to their satisfaction, would have caused Coopers
& Lybrand to make a reference to the subject matter of the disagreement in
connection with its reports.
The reports of Coopers & Lybrand on the Company's financial statements for
fiscal years 1992, 1993 and 1994 or for any subsequent interim period did not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two (2) most recently completed fiscal years and
through the present date, there have been no reportable events (as defined in
Item 304 of Regulation S-K) with Coopers & Lybrand and during such periods the
Company has not consulted with Ernst & Young regarding 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.
A letter from Coopers & Lybrand addressed to the Securities and Exchange
Commission is included in Exhibit 16 to this Form 8-K. Such letter states that
Coopers & Lybrand agrees with the statements made by the Company in this Item 4.
Item 7: Financial Statements and Exhibits
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(c) Exhibits
16. Letter of Coopers & Lybrand to the Securities and Exchange Commission
included herein pursuant to the requirements of Item 304(a)(3) of
Regulation S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused the report to be signed on its behalf by the undersigned
thereunto duly authorized.
Brown & Sharpe Manufacturing Company
By: /s/ Charles A. Junkunc
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Charles A. Junkunc
Vice President and Chief Financial Officer
March 29, 1995
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EXHIBIT 16
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
April 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Brown & Sharpe Manufacturing Company, which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8K,
as part of the Company's Form 8-K report dated March 29, 1995. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
