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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 14, 1998
MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-13198 38-0811650
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State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization File Number) Identification No.)
1021 West Birchwood, Morton, Illinois 61550
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code 309-266-7176
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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 ACCOUNTANT.
On April 14, 1998, the Company's Board of Directors, acting upon the
recommendation of the Audit Committee of the Board, selected Clifton Gunderson
L.L.C. ("Clifton Gunderson") to serve as the Company's independent accountants
for the fiscal year ending December 31, 1998, and dismissed Ernst & Young LLP
("Ernst & Young") as independent accountants for the Company. For the fiscal
year ended December 31, 1997, Ernst & Young served as the independent auditors
for MLX Corp., and for the fiscal year ended June 30, 1997, and the six months
ended December 31, 1997, Clifton Gunderson served as Morton Metalcraft Holding
Co.'s independent auditors. Following the Merger, the Company retained both
firms to complete their respective audits for the periods ended December 31,
1997.
During the last two fiscal years, Ernst & Young's reports on the
financial statements of MLX Corp. did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified in any way, and no reports of
Ernst & Young were modified as to uncertainty, audit scope, or accounting
principles. During the same period and during the current fiscal year to and
including April 14, 1998, MLX Corp. and the Company had no disagreements with
Ernst & Young on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. During the last two fiscal
years and during the current fiscal year to and including April 14, 1998, Ernst
& Young has not advised MLX Corp. or the Company (i) that it does not have
internal controls necessary for the development of reliable financial
statements; (ii) that information had come to Ernst & Young's attention that has
led it to no longer be able to rely on management's representations, or that has
made it unwilling to be associated with the financial statements prepared by
management; (iii) that Ernst & Young needed to expand significantly the scope of
its audit, or that information had come to Ernst & Young's attention that if
further investigated may (a) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial statements,
or (b) cause it to be unwilling to rely on management's representations or be
associated with MLX Corp.'s financial statements, or (iv) that information had
come to Ernst & Young's attention that it concluded materially impacted the
fairness or reliability of either (a) a previously issued audit report or the
underlying financial statements, or (b) the financial statements to be issued
covering the fiscal period subsequent to the date of the most recent financial
statements covered by an audit report.
During the last two fiscal years of MLX Corp. and during any subsequent
interim period (to and including April 13, 1998) of either of MLX Corp. or the
Company, neither MLX Corp. or the Company consulted Clifton Gunderson about (i)
either (a) the application of accounting principles to a specified transaction,
either completed or proposed, or (b) the type of audit opinion that might be
rendered on the Company's financial statements, or (b) any matter that was a
subject of a disagreement between the Company and Ernst & Young or that was a
reportable event of the kind described in clause (i) through (iv) in the
immediately preceding paragraph.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION.
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16.1 Letter re change in certifying accountant.
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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.
MORTON INDUSTRIAL GROUP, INC.
(Registrant)
Date: April 22, 1998 By: /S/ Daryl R. Lindemann
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Daryl R. Lindemann
Vice President Finance,
Secretary, and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION.
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16.1 Letter re change in certifying accountant.
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EXHIBIT 16.1
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
April 22, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated April 22, 1998, of Morton Industrial
Group, Inc. (formerly MLX, Inc.) and are in agreement with the statements
contained in the second sentence of the first paragraph as they pertain to Ernst
& Young LLP, and with the statements in the second paragraph of Item 4 therein.
We have no basis to agree or disagree with the other statements of the
registrant contained therein.
Ernst & Young LLP
