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 12, 1999
Seiler Pollution Control Systems, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-22630 22-2448906
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
211 Blue Jay Drive, Columbus, Ohio 43235
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 614-846-9966
555 Metro Place North, Dublin, Ohio 43017
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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.
(a) Previous independent accountants.
(i) On February 12, 1999, the Registrant's former
accountants, Schneider Downs & Co., Inc. ("SD") were dismissed.
(ii) The reports of SD on the financial statements for the
past two fiscal years of the Registrant contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(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 two most recent
fiscal years and through February 12, 1999, there were no disagreements with SD
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 SD would have caused SD to make reference to them in
their report on the financial statements for such years.
(v) The Registrant has provided SD with a copy of the
disclosures contained herein in response to Item 304 (a) of Regulation S-K no
later than the day that the disclosures were filed with the SEC. Furthermore,
the Registrant has requested SD to furnish the Registrant with a letter
addressed to the SEC stating whether it agrees with the statements made by the
Registrant in response to Item 304 (a) of Regulation S-K and, if not, stating
the respects in which it does not agree. The Registrant has requested SD to
provide the letter as promptly as possible so that the Registrant can either
file the letter (i) with this report or (ii) with the SEC within 10 business
days after the filing of this report. Notwithstanding the 10 business day
period, the Registrant will endeavor to file such letter by amendment within 3
business days of receipt.
(b) New independent accountant.
The Registrant engaged Feldman Sherb Ehrlich & Co., P.C. as its new
independent accountants as of February 12, 1999. This was approved by the
Registrant's Board of Directors. During the two most recent fiscal years and
through February 12, 1999, the Registrant has not consulted with Feldman Sherb
Ehrlich & Co, P.C. regarding any of the matters set forth in Item 304 (a)(2)(i)
of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Registrant's counsel's letter to Schneider Downs & Co., Inc. in
accordance with 304 (a) of Regulation S-K.
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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.
SEILER POLLUTION CONTROL SYSTEMS, INC.
/S /Alan B. Sarko/
Alan B. Sarko, Vice President
Date: February 12, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's counsel's letter to Schneider Downs & Co., Inc. in
accordance with 304 (a) of Regulation S-K.
<PAGE>
(On letterhead)
EXHIBIT 99.1
February 12, 1999
VIA MAIL AND FAX NO. 614-621-4062
Schneider Downs & Co., Inc.
175 South Third Street
Columbus, Ohio 43215
Attn: Mr. F. Jeffrey Kovacs
Re: Seiler Pollution Control Systems, Inc.
Gentlemen:
Enclosed herewith in accordance with the requirements of the Securities
Exchange Act of 1934 is Form 8-K as being forwarded to the Securities and
Exchange Commission ("SEC") for filing.
We would request, urge and demand that you carefully review the full
contents of the 8-K and in particular paragraph designated 4 (a) thereto as same
relates to your firm.
We would further demand that if there is any statement contained in
such Form 8-K that you disagree with that you advise us in writing making
specific reference to the designated and numbered paragraph with which you
disagree and indicating the nature of such disagreement.
Lastly, your attention is specifically directed to paragraph 4 (a) (v)
wherein we request that you furnish Registrant with a letter addressed to the
SEC stating whether Schneider Downs & Co., Inc. agrees with the statements made
by Registrant in response to Item 304(a) of Regulation S-K and if not stating
the respects in which Schneider Downs & Co., Inc. does not agree.
The letter referred to herein must be received by us within 10 business
days of the filing of the 8-K. Absent receipt of such letter within such time
period, we will be constrained to notifying the SEC and its Office of Chief
Accountant of such delinquency.
Very truly yours,
/S/Gary B. Wolff/
Gary B. Wolff
GBW:th
Enc.
