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U.S. 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): April 19, 1999
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AVIATION GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
0-10124 75-2631373
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(Commission File Number) (I.R.S. Employer Identification Number)
700 North Pearl Street
Suite 2170
Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
(214) 922-8100
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Account
(a) Previous independent accountants:
(i) On April 19, 1999, Aviation Group, Inc. (the "Registrant") dismissed
PricewaterhouseCoopers LLP as the independent accountants for the
Company.
(ii) The report of PricewaterhouseCoopers LLP on the financial statements
for the fiscal years ended June 30, 1997 and 1998 contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the fiscal years ended June 30,
1997 and 1998 and through April 19, 1999, there have been no
disagreements with PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP would have caused
them to make reference thereto in their report on the financial
statements for such fiscal years.
(v) During the two most recent fiscal years and through April 19, 1999,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(vi) The Registrant has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter, dated April
19, 1999, is filed as Exhibit 1 to this Form 8-K.
(b) New independent accountants:
(i) The Registrant engaged Hein + Associates LLP as its new independent
accountants as of April 19, 1999. During the two most recent fiscal
years and through April 19, 1999, the Registrant has not consulted
with Hein + Associates LLP regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements (and no written report or oral
advice has been provided to the Registrant by Hein + Associates LLP
on an accounting, auditing or financial reporting issue); or (ii)
any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed as part of this report:
Exhibit
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1 Letter from PricewaterhouseCoopers LLP
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: April 19, 1999.
AVIATION GROUP, INC.
By: /s/ Richard L. Morgan
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Richard L. Morgan, Executive
Vice President and Chief
Financial Officer
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EXHIBIT 1
[PRICEWATERHOUSECOOPERS LETTERHEAD APPEARS HERE]
April 19, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
Aviation Group, Inc.
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We have read the statements made by Aviation Group, Inc. (copy of such
statements attached to this letter), which we understand will be filed by
Aviation Group, Inc. with the Securities and Exchange Commission, pursuant to
Item 4 of Form 8-K, as part of Aviation Group Inc.'s Form 8-K report dated April
19, 1999. We agree with the statements in paragraph 4(a) concerning
PricewaterhouseCoopers LLP in such Form 8-K.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
