MET COIL SYSTEMS CORP
8-K/A, 1995-11-01
METALWORKG MACHINERY & EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC  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)  OCTOBER 6, 1995
                                                        ---------------

                         MET-COIL SYSTEMS CORPORATION
- -------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

DELAWARE                            0-14057                      42-1027215
- -------------------------    -----------------------  -------------------------
(State or Other Jurisdiction  (Commission File No.)    (I.R.S. Employer No.)
of Incorporation)

5486 SIXTH STREET SW, CEDAR RAPIDS, IOWA                              52404
- ---------------------------------------------        --------------------------
(Address or Principal Executive Offices)                             (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (319) 363-6566
                                                   --------------
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ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.


                At a meeting held on October 5, 1995, the Board of Directors 
         of the Company approved the engagement of Deloitte & Touche LLP
         as its independent auditors for the fiscal year ending May 31, 1996 to
         replace the firm of Ernst & Young LLP, who declined to stand for
         reelection as auditors of the Company on October 5, 1995 effective
         October 6, 1995.  The audit committee of the Board of Directors
         approved the change in auditors on October 5, 1995.  The Company's
         decision was necessitated by certain contractual obligations
         undertaken by Ernst & Young LLP in relation to the closure of its
         Cedar Rapids, Iowa office.

                Ernst & Young LLP's reports on the financial statements of the 
         Company for the past two years did not contain any adverse
         opinion or disclaimer of opinion, nor were they qualified as to audit
         scope, or accounting principles.  Ernst & Young LLP's report on the
         financial statements as of and for the year ended May 31, 1995 was
         modified as to uncertainty with regard to the Company's ability to
         continue as a going concern.

                During the Company's two most recent fiscal years, and in the
         subsequent interim period through October 5, 1995, there were no 
         disagreements between Ernst & Young LLP and the Company regarding
         any matter of accounting principles or practices, financial statement
         disclosure, or auditing scope and procedures, which if not resolved to
         the satisfaction of Ernst & Young LLP would have caused Ernst & Young
         LLP to make reference to the matter in their report.  There were no
         "reportable events" as that term is described in Item 304(a)(1)(v) of
         Regulation S-K.

               Attached hereto as Exhibit 16 is a letter addressed to the       
         Commission from Ernst & Young LLP, stating that it agrees with
         the above statements.



<PAGE>   3
ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS.

     C.         Exhibits

                16.  Ernst & Young, LLP concurrence letter dated October 31, 
                     1995 as to statements made by the registrant herein.


                                  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.

Date:  October 31, 1995                     Met-Coil Systems Corporation


                                            By:  /s/ Joseph H. Ceryanec
                                                 --------------------------
                                            Name:  Joseph H. Ceryanec
                                            Title:  Vice President-Finance
                                                    and Chief Financial Officer






<PAGE>   1
                                                                      EXHIBIT 16





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K-A dated October 31, 1995, of Met-Coil Systems
Corporation and are in agreement with the statements contained in the first and
third sentences in the first paragraph and the statements in the second and
third paragraphs on page two therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.


                                                 Very truly yours,



                                                 /s/ Ernst & Young LLP


Des Moines, Iowa
October 31, 1995






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