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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):
June 2, 1998 (May 27, 1998)
JOHNSTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6687 11-1749980
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
105 Thirteenth Street, Columbus, Georgia 31901
(Address of Principal Executive Offices)
(706) 641-3140
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 27, 1998, (a) the Registrant determined not to renew the
engagement of Deloitte & Touche LLP ("Deloitte"), the Registrant's auditors, who
were previously engaged as the principal accountant to audit the consolidated
financial statements of the Registrant and (b) selected KPMG Peat Marwick LLP
("KPMG") as the Registrant's principal accountant and replacement for Deloitte.
The Audit Committee of the Registrant's Board of Directors recommended that
Deloitte's engagement not be renewed and that KMPG be engaged to replace
Deloitte, and the Board of Directors approved this recommendation, effective May
27, 1998.
The reports of Deloitte on the consolidated financial statements of the
Registrant as of and for the fiscal years ended January 3, 1998 and December 28,
1996 contained no adverse opinion or disclaimer of opinion, nor were such
financial statements qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding the replacement of Deloitte, there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Deloitte, would have
caused it to make a reference to the subject matter of the disagreement(s) in
connection with its report. Further, Deloitte did not advise the Registrant
during the Registrant's two most recent fiscal years or during the subsequent
interim period preceding the Registrant's decision not to extend Deloitte's
engagement:
(a) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(b) that information had come to its attention that had led it to
no longer be able to rely on management's representations, or
that had made it unwilling to be associated with the financial
statements prepared by management;
(c) of the need to expand significantly the scope of its audit, or
that information had come to its attention during the two most
recent fiscal years or any subsequent interim period that if
further investigated might (i) materially have impacted the
fairness or reliability of either: a previously issued audit
report or the underlying financial statements, or the
financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report or (ii) have
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caused it to be unwilling to rely on management's
representations or be associated with the Registrant's
financial statements; or
(d) that information had come to its attention that it had
concluded materially impacts the fairness or reliability of
either (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued
or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an
audit report.
Deloitte was authorized by the Registrant to respond fully to inquiries
of KPMG.
During the two most recent fiscal years and during the interim period
prior to engaging KPMG, neither the Registrant nor anyone on its behalf
consulted KPMG regarding either: (a) 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
neither a written report nor oral advice was provided to the Registrant that
KPMG concluded was an important factor considered by the Registrant in reaching
a decision as to accounting, auditing or financial reporting issues; or (b) any
matter that was the subject of either a disagreement or any other event
described above.
The Registrant has requested that Deloitte furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated June 1, 1998, is
filed as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number
16.1 Letter from Deloitte & Touche LLP dated June 1, 1998.
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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.
JOHNSTON INDUSTRIES, INC.
Date: June 2, 1998 By: /s/ James J. Murray
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James J.Murray
Executive Vice President, Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- --------- --------------------------------------------------------------
<S> <C>
16.1 Letter from Deloitte & Touche dated June 1, 1998
</TABLE>
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EXHIBIT 16.1
[DELOITTE & TOUCH LLP LOGO]
Suite 1700 Telephone: (404) 220-1500
100 Peachtree Street Facsimile: (404) 220-1583
Atlanta, Georgia 30303-1911
June 1, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Johnston
Industries, Inc. dated June 2, 1998.
Yours truly,
/s/ Deloitte & Touche LLP
