FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report(Date of earliest event reported)October 28,1998(October 23, 1998)
ESPEY MFG. & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York I-4383 14-1387171
(State or other (Commission (IRS
Employer
jurisdiction of File Number) Identification No.)
incorporation)
233 Ballston Avenue, Saratoga Springs, New York 12866
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 518-584-4100
Not Applicable
(Former name or former address, if changed since last report)
Item 4 - Changes in Certifying Accountant
At its board meeting held on October 23,1998, the Board of Directors of the
Company, upon the recommendation of the Audit Committee, engaged
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending June 30, 1999. Also at that meeting, upon the recommendation of the
Audit Committee, on October 23,1998, the Board notified KPMG Peat Marwick LLP
("KPMG"), the Company's independent auditors for the fiscal year ended June 30,
1998, that the Company would not engage them as independent auditors for the
fiscal year ended June 30, 1999 and that they were being dismissed as of
October 23, 1998.
During the Company's two most recent fiscal year and the subsequent interim
period preceding such dismissal, there were no disagreements with KPMG regarding
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
KPMG's report on the financial statements for the past two years did not contain
any adverse opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
The Company has requested that KPMG furnish it with a letter addressed to the
United States Securities and Exchange Commission (the "SEC") stating whether it
agrees with the above statements. The former auditor's letter was not available
in time to be filed as an exhibit to this current report. When received by the
company, the former auditor's letter will be filed as an amendment to this
current report on Form 8-K.
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.
/s/
Howard Pinsley, President
/s/
Herbert Potoker, Treasurer
October 29, 1998
Date
Item 7 - Financial Statements and Exhibits.
(1) Exhibits:
Letter dated October 30, 1998, from KPMG Peat Marwick LLP
to the Securities and Exchange Commission.
Exhibit I
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
October 30, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Espey Mfg. & Electronics
Corp. and, under the date of August 26, 1998,we reported on the
financial statements of Espey Mfg. & Electronics Corp. as of June 30,
1998 and 1997 and for the years ended June 30, 1998, 1997, and 1996. On
October 23, 1998, our appointment as principal accountants was
terminated. We have read Espey Mfg. & Electronics Corp.'s statements
included under Item 4 of its Form 8-K dated October 29, 1998, and we
agree with such statements, except that we are not in a position to
agree or disagree with Espey Mfg. & Electronics Corp.'s statement that
the change was recommended by the audit committee and approved by the
board of directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
