MET COIL SYSTEMS CORP
8-K, 1997-12-23
METALWORKG MACHINERY & EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC  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)    DECEMBER 18, 1997
                                                        -------------------


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




         DELAWARE                        0-14057                 42-1027215

- -------------------------------    --------------------   ----------------------
(State or Other Jurisdiction of    (Commission File No.)   (I.R.S. Employer No.)
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. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

           On December 18, 1997, the Registrant's Board of Directors approved a
      change in independent accountant for audit of the fiscal year ending May
      31, 1998:

(a)   Dismissing Deloitte & Touche LLP noting that:

      (i)  Deloitte & Touche LLP's reports on the Company's financial
           statements for the past two years contained no adverse opinion or
           disclaimer of opinion, and were not qualified or modified as to
           uncertainty, audit scope, or accounting principles.

      (ii) During the Company's two most recent fiscal years and
           subsequent interim periods preceding the dismissal, there were no
           disagreements between the Company and Deloitte & Touche LLP on any
           matter of accounting principles or practices, financial statement
           disclosure, or auditing scope or procedure.

(b)   Engaging McGladrey & Pullen LLP.

      See Exhibits 16 and 99 for further information, which are incorporated
herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

      (16) Letters regarding change in certifying accountant:

                  1)   Deloitte & Touche LLP letter of
                       withdrawal dated December 18, 1997.

                  2)   Deloitte & Touche LLP concurrence
                       letter dated December 22, 1997, as to statements made by
                       the registrant herein.

      (99) Met-Coil Systems Corporation press release dated December 22,
           1997, entitled "Change of Auditors".




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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.


Date:   December 18, 1997                     Met-Coil Systems Corporation




                                              By: /s/ Randall J. Stodola 
                                                  ------------------------------
                                              Name:  Randall J. Stodola 
                                              Title:  Vice President, Controller
                                                      Chief Accounting Officer




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[DELOITTE & TOUCHE LLP]
                           -----------------------------------------------------
                           Armstrong Centre, Suite 500  Telephone: (319)362-7987
                           222 Third Avenue, S.E.       Facsimile: (319)362-6646
                           Cedar Rapids, Iowa 52401


December 18, 1997

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of Met-Coil
Systems Corporation dated December 18, 1997.

Yours truly,

/s/ Deloitte & Touche LLP








<PAGE>   1
                                                                      EXHIBIT 99


NEWS


                                             [MET-COIL SYSTEMS CORPORATION LOGO]

5486 Sixth Street SW      Cedar Rapids, Iowa 52404 USA   Telephone  319/363-6566
================================================================================
FOR RELEASE:     IMMEDIATELY                                 CONTACT:         
RAYMOND H. BLAKEMAN                                          (319) 363-6566 

                                      
                              CHANGE OF AUDITORS


         CEDAR RAPIDS, IOWA -- December 22, 1997  -- Met-Coil Systems
    Corporation (METS), a supplier of advanced sheet metal and glass
    processing technologies for the global market, announced a change in
    independent accountants for audit of the fiscal year ending May 31,
    1998.

         Met-Coil's Board of Directors has approved the dismissal of
    Deloitte & Touche LLP as independent public accountants and accepted
    the recommendation of its management to appoint McGladrey & Pullen LLP
    noting that there were no disagreements between the Company and
    Deloitte & Touche LLP on any matter of accounting principles or
    practices, financial statement disclosure, or auditing scope or
    procedure.

    Met-Coil is headquartered in Cedar Rapids, Iowa.  Its operating units
    and affiliates include Iowa Precision Industries also in Cedar Rapids;
    The Lockformer Company in Lisle, Illinois; Met-Coil Ltd., Ayase,
    Japan, and Met-Coil Ltd. - USA in Lisle, Illinois.


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