<PAGE> 1
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
APRIL 26, 1995
Date of report (Date of earliest event reported)
1-9335
(Commission File Number)
SCHAWK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-2545354
(I.R.S. Employer Identification No.)
1695 RIVER ROAD
DES PLAINES, IL
(Address of principal executive office)
60018
(Zip Code)
708-827-9494
(Registrant's telephone number, including area code)
Page 1 of 6 pages.
Exhibit index appears on page 5
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective December 30, 1994, the corporation previously known as
Schawk, Inc. ("Old Schawk") and certain affiliated corporations (collectively
with Old Schawk, the "Old Schawk Companies") were merged into the Registrant
(formerly known as "Filtertek, Inc.") in a transaction accounted for as a
purchase transaction. The surviving corporation in the merger was Filtertek,
Inc. which then changed its name to Schawk, Inc.; however, under applicable
accounting rules the historical financial statements of the Old Schawk
Companies, rather than the Filtertek, Inc. statements, are treated as the
financial statements of the Registrant.
The Registrant's operations consist of two segments, its graphic
business (the "Graphics Group") and its plastics business (the "Plastics
Group"). The Plastics Group is comprised primarily of what was the business of
Filtertek, Inc. prior to the merger and the Graphics Group is comprised
primarily of what was the business of the Old Schawk Companies.
The Registrant's principal accountant from 1983 through January 16,
1995 had been Arthur Andersen LLP. The Old Schawk Companies' principal
accountant from January 1, 1992 through December 30, 1994 had been Ernst &
Young LLP.
On January 16, 1995, the Board of Directors decided to continue to
retain Arthur Andersen LLP to audit the Plastics Group and Ernst & Young LLP to
audit the Graphics Group for the fiscal year ended December 31, 1994. However,
as a result of the merger, Ernst & Young LLP became the Registrant's principal
accountants because, under accounting rules the financial statements of the Old
Schawk Companies were treated as the financial statements of the Registrant.
Consequently, Ernst & Young LLP delivered an audit opinion on behalf of the
Registrant for the fiscal year ended December 31, 1994. Arthur Andersen LLP
delivered an audit opinion with respect to the Plastics Group for the year
ended December 31, 1994 and Ernst & Young LLP referred to such opinion in
delivering its audit opinion on behalf of the Registrant.
On April 26, 1995, the Board of Directors voted to accept the Audit
Committee's recommendation that Ernst & Young LLP be appointed principal
accountant of the Registrant's financial statements for the year ending
December 31, 1995. Management recommended Ernst & Young LLP to the Audit
Committee based on a bid and review process conducted over the first quarter of
1995 among four "Big 6" accounting firms. The selection of Ernst & Young LLP
was based on cost savings, ease of transition and technical capabilities.
Therefore, the client-auditor relationship between the Plastics Group of
Schawk, Inc. and Arthur Andersen LLP has ceased.
The Registrant and Arthur Andersen LLP have not disagreed on any
matter of accounting principles or practice, financial statement disclosure or
auditing scope or procedure in connection with the audits for the Registrant's
audited fiscal years ending December 31, 1992 and December 31, 1993 or during
the period January 1, 1994 to April 26, 1995.
page 2 of 6
<PAGE> 3
Arthur Andersen LLP's reports on the financial statements of the
Plastics Group for the fiscal period ended December 30, 1994 and Filtertek,
Inc. for the fiscal years ended December 31, 1993 and 1992 did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles.
Other than as described above, Filtertek, Inc. had not engaged or
otherwise consulted with Ernst & Young LLP regarding any matter relating to
Filtertek, Inc's financial statements, and no written report or oral advise was
provided to Filtertek, Inc. by Ernst & Young LLP regarding any decision of
Filtertek, Inc. as to any accounting, auditing or financial reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits:
20.04 Letter regarding Change in Certifying Accountant
page 3 of 6
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
SCHAWK, INC.
(Registrant)
Date: May 3, 1995 By: /s/ Marie Meisenbach Graul
-----------------------------
Marie Meisenbach Graul
Chief Financial Officer,
Treasurer and
Public Information Officer
page 4 of 6
<PAGE> 5
EXHIBIT INDEX
20.04 Letter regarding Change in Certifying Accountant PAGE 6
page 5 of 6
<PAGE> 6
Exhibit 20.04
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
33 West Monroe Street
Chicago, IL 60603-5385
May 3, 1995
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read the first four paragraphs, and the sixth and seventh paragraphs of
Item 4 included in the attached Form 8-K dated April 26, 1995 of Schawk, Inc.
to be filed with the Securities and Exchange Commission and are in agreement
with the statements contained therein.
Very truly yours,
Arthur Andersen LLP
Page 6 of 6
