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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) February 17, 1999
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 February 17, 1999, the Company's Board of Directors, acting upon the
recommendation of the Audit Committee of the Board, selected KPMG LLP ("KPMG")
to serve as the Company's independent accountants for the fiscal year ended
December 31, 1998, and the fiscal year ending December 31, 1999, and dismissed
Clifton Gunderson L.L.C. ("Clifton Gunderson") as independent accountants for
the Company. Clifton Gunderson had served as the independent accountants for
Morton Metalcraft Holding Co. (which merged with and into the Company on January
20, 1998) for the six months ended December 31, 1997, and the fiscal years ended
June 30, 1997 and 1996. On April 14, 1998, as reported on Form 8-K dated April
16, 1998, and Form 8-K/A dated April 22, 1998, the Company's Board of Directors,
acting upon the recommendation of the Board's Audit Committee selected Clifton
Gunderson to serve as the Company's independent accountants. The action of the
Board of Directors on February 17, 1999, dismissing Clifton Gunderson and
appointing KPMG reflected the Board's determination that the Company's recent
and anticipated growth merited the Company's selection of a recognized national
accounting firm rather than a smaller, regional firm.
During the period from April 14, 1998, to and including February 17,
1999, with respect to the Company, and prior thereto with respect to Morton
Metalcraft Holding Co. ("Holding"), including the period from January 1, 1998,
to April 14, 1998, the six months ended December 31, 1997, and the fiscal years
ended June 30, 1997 and 1996, Clifton Gunderson's reports on the financial
statements of Holding did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified in any way, and no reports of Clifton Gunderson
were qualified as to uncertainty, audit scope, or accounting principles.
(Clifton Gunderson issued no reports on the financial statements of the Company
during the period that began April 14, 1998, and ended February 17, 1999.)
During the same periods, neither the Company nor Holding had any disagreements
with Clifton Gunderson on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. During the
period from April 14, 1998, to and including February 17, 1999, with respect to
the Company, and prior thereto with respect to Holding, including the period
from January 1, 1998, to April 14, 1998, the six months ended December 31, 1997,
and the fiscal years ended June 30, 1997 and 1996, Clifton Gunderson did not
advise the Company or Holding (i) that either did not have internal controls
necessary for the development of reliable financial statements; (ii) that
information had come to Clifton Gunderson's attention that led it to no longer
be able to rely on management's representations, or that made it unwilling to be
associated with the financial statements prepared by management; (iii) that
Clifton Gunderson needed to expand significantly the scope of its audit, or that
information had come to Clifton Gunderson'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 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 (b) cause it to be unwilling to rely on management's
representations or be associated with the Company's or Holding's financial
statements, or (iv) that information had come to Clifton Gunderson'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 period from April 14, 1998, to and including February 17,
1999, with respect to the Company, and prior thereto with respect to Holding,
including the period from January 1, 1998 to April 14, 1998, the six months
ended December 31, 1997, and the fiscal years ended June 30, 1997, and 1996,
neither the Company nor Holding consulted KPMG 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 or Holding's financial statements, or (b) any matter that was a
subject of a disagreement between the Company or Holding and Clifton Gunderson
or that was a reportable event of the kind described in clauses (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: February 18, 1999 By: /S/ Thomas D. Lauerman
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Thomas D. Lauerman
Vice President of Finance
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
February 17, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 17, 1999, of Morton Industrial
Group, Inc. and are in agreement with the statements contained in the second
and third sentences of the first paragraph as they pertain to Clifton Gunderson
L.L.C., 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.
CLIFTON GUNDERSON L.L.C.
