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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): SEPTEMBER 13, 1996
INSTEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-9929 56-0674867
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
1373 BOGGS DRIVE, MOUNT AIRY, NORTH CAROLINA 27030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (910) 786-2141
NOT APPLICABLE
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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
KPMG Peat Marwick LLP ("KPMG") had previously been engaged to serve as the
principal accountants for Insteel Industries, Inc. (the "Company") for the year
ending September 30, 1996. The Company has been advised by KPMG that it is
engaged in discussions with the Securities and Exchange Commission ("SEC")
regarding auditor independence which could impact KPMG's role as independent
accountants to the Company going forward. Accordingly, on September 13, 1996,
the Executive Committee of the Company's Board of Directors, acting upon the
recommendation of the Audit Committee, approved the engagement of Arthur
Andersen LLP as the Company's principal accountants, dismissing KPMG.
During the Company's most recent fiscal year ended September 30, 1995, and
the subsequent interim period through September 13, 1996, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which if not
resolved to their satisfaction would have caused them to make reference to the
subject matter of the disagreements in connection with their opinion.
The audit reports of KPMG on the consolidated financial statements of the
Company for the year ended September 30, 1995 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
The Company requested KPMG to furnish the Company with a letter addressed
to the SEC stating whether KPMG agrees with the statements made by the Company
in response to this Item 4 and, if not, stating the respects in which KPMG does
not agree. In response to such request, the Company received a letter from
KPMG, which is attached as an exhibit hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16 - Letter from KPMG Peat Marwick LLP regarding change in
certifying accountants dated September 16, 1996
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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 thereunto duly authorized.
INSTEEL INDUSTRIES, INC.
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Registrant
Date: September 13, 1996 By /s/ H. O. Woltz, III
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H. O. Woltz III
President and Chief Executive Officer
Date: September 13, 1996 By /s/ Michael C. Gazmarian
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Michael C. Gazmarian
Chief Financial Officer and Treasurer
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EXHIBIT 16
KPMG PEAT MARWICK LLP
Suite 2800 Telephone 704 335 5300 Telefax 704 335 5377
Two First Union Center
Charlotte, NC 28282-8290
September 16, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Insteel Industries, Inc. and, under
the date of October 24, 1995, we reported on the consolidated financial
statements of Insteel Industries, Inc. and subsidiaries as of and for the year
ended September 30, 1995. On September 13, 1996, our appointment as principal
accountants was terminated. We have read Insteel Industries, Inc.'s statements
included under Item 4 of its Form 8-K dated September 13, 1996, and we agree
with such statements, except that we are not in a position to agree or disagree
with Insteel Industries, Inc.'s statement that on September 13, 1996, the
Executive Committee of the Company's Board of Directors, acting upon the
recommendation of the Audit Committee, approved the engagement of Arthur
Andersen LLP as the Company's principal accountants.
Very truly yours,
KPMG Peat Marwick LLP
cc: Mr. Michael C. Gazmarian
Chief Financial Officer
Insteel Industries, Inc.
