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
March 17, 2000
(Date of earliest event reported)
DONALDSON COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-7891 41-0222640
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1400 West 94th Street
Minneapolis, Minnesota 55431
(Address of principal executive offices, including zip code)
(612) 887-3131
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
(a) Previous Independent Accountants
(i) On March 17, 2000, the Board of Directors of Donaldson
Company, Inc. (the "Registrant") decided to change independent
accountants for the fiscal year beginning August 1, 1999 and
ending July 31, 2000 and thereby dismissed Ernst & Young LLP.
(ii) The reports of Ernst & Young LLP on the Registrant's financial
statements for the past two years ended July 31, 1999 and July
31, 1998 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The Registrant's Audit Committee participated in and
recommended to the Board of Directors of the Registrant the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through March 17, 2000, there have been no
disagreements with Ernst & Young 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 Ernst &
Young LLP, would have caused them to make reference thereto in
their report on the financial statements for such years.
(v) The Registrant delivered a copy of this Form 8-K report to
Ernst & Young LLP on March 20, 2000. Concurrently therewith,
the Registrant requested that Ernst & Young LLP furnish it
with a letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether or not it agrees with
the above statements. Attached hereto as Exhibit 16 is a copy
of the letter of Ernst & Young LLP to the SEC dated March 21,
2000.
(b) New Independent Accountants
(i) The Board of Directors of the Registrant has approved the
engagement of Arthur Andersen LLP as its new independent
accountants for the fiscal year ending July 31, 2000. During
the two most recent fiscal years and through March 17, 2000,
the Registrant has not consulted with Arthur Andersen LLP on
items which concerned the subject matter of a disagreement or
reportable event with the former auditor (as described in
Regulation S-K Item 304 (a) (2)).
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated March 21, 2000.
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<PAGE>
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.
DONALDSON COMPANY, INC.
By /s/ James R. Giertz
-------------------------------------
Name: James R. Giertz
Title: Senior Vice President and Chief
Financial Officer
Date: March 21, 2000
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
16.1 Letter from Ernst & Young to the Securities and 5
Exchange Commission dated March 21, 2000.
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EXHIBIT 16.1 TO FORM 8-K
March 21, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 17, 2000 of Donaldson Company, Inc.
and are in agreement with the statements contained in paragraphs (a) (i), (ii)
and (iv) on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
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