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): July 7, 1998
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-9410 16-0912632
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 Delaware Avenue, Buffalo, New York 14209
(Address of principal executive offices) (Zip Code)
(716) 882-8000
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 7, 1998, upon the recommendation of the Audit Committee of the
Board of Directors, the Board of Directors of Computer Task Group, Incorporated
(the "Company") approved the selection of Deloitte & Touche LLP ("Deloitte") to
serve as the new independent accountant for the Company and to be principal
accountant to audit the Company's financial statements. Also on July 7, 1998,
KPMG Peat Marwick LLP ("KPMG"), the Company's former independent accountant, was
dismissed after the completion of the term of a three year engagement.
KPMG was the independent accounting firm which audited the financial
statements of the Company for its two most recent fiscal years, 1996 and 1997.
KPMG's reports on the Company's financial statements for the past two fiscal
year's have not contained an adverse opinion or disclaimer of opinion, or been
qualified or modified for uncertainty, audit scope, or accounting principles.
1. During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of KPMG, there were no disagreements
between the Company and KPMG 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 the KPMG, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report.
2. During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of KPMG, NONE of the following events
occurred:
(a) KPMG advised the Company that the internal controls necessary for
the Company to develop reliable financial statements did not
exist;
(b) KPMG having advised the Company that information has come to its
attention that had 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) KPMG having advised the Company of the need to expand
significantly the scope of its audit, or that information had
come to its attention during such time period, that if further
investigated might (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 Company's
financial statements; and (2) due to the failure to reappoint
KPMG as accountants for the Company or for any other reason, KPMG
did not so expand the scope or its audit or conduct such further
investigation; or
(d) (1) KPMG having advised the Company that information has come to
its attention and that it had concluded that the information
materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report
(including information that, unless resolved to KPMG's
satisfaction, would prevent it from rendering an unqualified
audit report on those financial statements), and (2) due to the
failure to reappoint KPMG as accountants for the Company or for
any other reason, the issue has not been resolved to its
satisfaction prior to such dismissal.
During the Company's two most recent fiscal years and any interim
period prior to the dismissal of KPMG, the Company (or someone acting on its
behalf) did not consult Deloitte regarding (i) either: the application of
accounting principles to a specified action, either completed or proposed; or
the type of audit opinion that might be rendered on the Company's audited
financial statements, and either a written report was provided to the Company or
oral advice was provided that Deloitte concluded was an important factor
considered by the Company in reaching a decision as to the accounting and
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement as described in paragraph number "1" above, or the
subject of any event described in paragraph number "2" above.
The Company has provided KPMG with a copy of the disclosures contained
herein, and has requested the firm to furnish the Company a letter addressed to
the United States Securities and Exchange Commission stating whether they agree
with the statements made by the Company in response to Item 304(a) and, if not,
stating the respects in which it does not agree. A copy of such letter is
attached as an exhibit to this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
16 Letter from KPMG Peat Marwick LLP regarding change in certifying
accountant.
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<PAGE>
Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMPUTER TASK GROUP, INCORPORATED
/s/ James R. Boldt
James R. Boldt
Vice President and
Dated: July 7, 1998 Chief Financial Officer
[Letterhead of KPMG Peat Marwick LLP]
KPMG Peat Marwick LLP
600 Clinton Square
Rochester, NY 14604
July 7, 1998
Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Computer Task Group, Incorporated
and, under the date of February 4, 1998 we reported on the consolidated
financial statements of Computer Task Group, Incorporated and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three year period
ended December 31, 1997. On July 7, 1998, our appointment as principal
accountants was terminated. We have read Computer Task Group, Incorporated's
statements included under Item 4 of its Form 8-K dated July 7, 1998, and we
agree with such statements except the following:
1. We are not in a position to agree or disagree with Computer Task Group,
Incorporated's statement that the Audit Committee of the Board of Directors
recommended, and the Board of Directors approved the appointment of
Deloitte and Touche LLP; and
2. We are not in a position to agree or disagree with the last paragraph of
Item 4 regarding consultation with Deloitte and Touche LLP.
Very truly yours,
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
