SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: July 6, 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 dismissed for business considerations
entirely unrelated to accounting standards or practices.
The Company solicited proposals from several firms to replace Arthur
Andersen LLP. The Company had no prior consultation with any of the
firms, including Stegman & Company.
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) and there were no
disagreements during the interim period on any such matters
subsequent to December 29, 1996 through June 22, 1998, the date of
dismissal. 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.
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ESSEX CORPORATION
Item 7. Financial Statements and Exhibits
Exhibit 16(b): Former Accountant's Letter, dated July 6, 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: July 6, 1998 Joseph R. Kurry, Jr.
Sr. Vice President, Treasurer and Chief Financial
Officer
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ESSEX CORPORATION
Exhibit 16(b)
July 6, 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 July 6, 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
