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): November 18, 1999
KIMMINS CORP.
(Exact name of registrant as specified in charter)
Commission File Number 001-10489
Florida 59-2545167
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
1501 Second Avenue East
Tampa, Florida 33605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (813) 248-3878
(Former name or former address, if changed since last report) Not Applicable
987483v1
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 11, 1999 the Board of Directors of the Company approved the
engagement of Guinta, Ferlita & Walsh, P.A. as its independent auditors for the
fiscal year ending December 31, 1999 to replace the firm of Ernst & Young, LLP,
who were dismissed as auditors of the Company effective November 11, 1999. The
reports of Ernst & Young, LLP on the Company's financial statements for the past
two years did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company has authorized Ernst & Young, LLP to discuss the results
of the past two years audits with Guinta, Ferlita & Walsh.
In connection with the audits of the Company's consolidated financial
statements for each of the two years ended December 31, 1998 and in the
subsequent interim periods, there were no disagreements with Ernst & Young, LLP
on any matters 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.
Ernst & Young, LLP communicated in its management letter related to its
audit of the Company's December 31, 1997 financial statements that there were
two material weaknesses in internal accounting controls. These material
weaknesses related to the allocation of equipment costs to construction-type
contracts. The Company took corrective action in 1998 in response to this
communication. Ernst & Young's management letter related to its audit of the
financial statement accurately of the Company's December 31, 1998 financial
statements did not identify any material weaknesses in internal control.
Ernst & Young, LLP has furnished a letter addressed to the Commission
stating that it agrees with the statements contained herein. A copy of that
letter, dated November 18, 1999 is filed herewith.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Acquired Business:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
16.1* Letter to the Commission from Ernst & Young LLP dated
November 18, 1999
- - ----------------------------
* Filed herewith.
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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.
KIMMINS CORP.
Date: November 18, 1999 By:/s/ Joseph M. Williams
-----------------------------------------
Joseph M. Williams
Secretary/Treasurer
Date: November 18, 1999 By:/s/ Norman S. Dominiak
--------------------------------
Norman S. Dominiak
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- - ----------- -----------
16.1* Letter to the Commission from Ernst & Young LLP
dated November 18, 1999
- - -----------
* Filed herewith.
EXHIBIT 16.1
November 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 18, 1999, of Kimmins Corp. and
are in agreement with the statements contained therein, except for the first
clause of the first sentence of the first paragraph with which we have no basis
to agree or disagree.
Regarding the registrant's statement concerning the lack of internal controls to
prepare financial statements, included in the third paragraph on page 2 therein,
we had considered such matters in determining the nature, timing and extent of
procedures performed in our audit of the registrant's 1997 financial statements.
/s/ Ernst & Young LLP
