SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: June 23, 1998
ESSEX CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 0-10772
Virginia 54-0846569
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9150 Guilford Road
Columbia, Maryland 21046-1891
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (301) 939-7000
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ESSEX CORPORATION
Item 1. Changes in Control of Registrant - None.
Item 2. Acquisition or Disposition of Assets - None.
Item 3. Bankruptcy or Receivership - None.
Item 4. Changes in Registrant's Certifying Accountant - Effective June 22, 1998,
the Registrant, Essex Corporation (the "Company") selected Stegman & Company as
its principal accountants to audit the Company's financial statements for the
1997 fiscal year. Stegman & Company is replacing Arthur Andersen LLP as the
Company's principal accountants. Arthur Andersen LLP had been the Company's
auditors since 1992 but was replaced for business considerations entirely
unrelated to accounting standards or practices.
The Company had no disagreement with Arthur Andersen LLP on any
matter of accounting principles or practices, financial statement disclosure,
internal controls, or auditing scope or procedure, in connection with the audits
of the 1995 or 1996 fiscal years (the Company's two most recent fiscal years) or
any subsequent interim period. To date, there have been no audits of the
Company's financial statements for any period subsequent to the 1996 fiscal
year.
The Company's financial statements for each of the 1995 and 1996
fiscal years did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was recommended unanimously by the
Audit Committee of the Company's Board of Directors.
Item 5. Other Events - None.
Item 6. Resignations of Registrant's Directors - None.
Item 7. Financial Statements and Exhibits - Exhibit 16(b):Former Accountant's
Letter, dated June 23, 1998, from Arthur Andersen LLP to the Securities and
Exchange Commission.
Item 8. Change in Fiscal Year - Not Applicable.
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.
ESSEX CORPORATION
(Registrant)
\JOSEPH R. KURRY, JR.\
DATE: June 23, 1998 Joseph R. Kurry, Jr.
Sr. Vice President, Treasurer and Chief Financial
Officer
2
ESSEX CORPORATION
Exhibit 16(b)
June 23, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated June 23, 1998 of Essex
Corporation to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By: \John Cherin\
John Cherin
Copy to : Mr. Joseph Kurry, CFO, Essex Corporation
