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): October 26, 1994
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of registrant as specified in its Charter)
Ohio ____________ 31-0733928
(State or other jurisdiction (Commission (I.R.S Employer
of incorporation or File number) Identification No.)
organization)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (513) 576-2400
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Items 1, 2, 3, 5, 6 and 8 are not applicable and are omitted from
this report.
Item 4. Changes in Registrant's Certifying Accountant
On October 26, 1994, KPMG Peat Marwick LLP ("KPMG") resigned as the
Registrant's principal independent accountant. KPMG had been
engaged to audit the Registrant's financial statements for more
than the two most recent fiscal years. Neither of KPMG's reports
on the Registrant's financial statements for each of the past two
years contained an adverse opinion or a disclaimer of opinion, or
were qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the Registrant's two most recent fiscal years (and the
subsequent interim period preceding October 26, 1994), there were
no disagreements between the Registrant and KPMG on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope of procedure ("disagreements"), which
disagreements, if not resolved to the satisfaction of KPMG, would
have caused it to make reference to the subject matter of such
disagreements in connection with its reports.
By letter dated October 26, 1994, KPMG advised the Registrant that
matters had come to its attention which raised serious questions as
to its ability to rely on management's representations.
Furthermore, in its letter, KPMG stated that these matters resulted
in a loss of confidence by KPMG in representations made to it by
management and impaired its ability to conduct an examination in
accordance with generally accepted auditing standards. Such letter
may be deemed to express a disagreement between KPMG and the
Registrant within the meaning of Item 304(a)(1)(v) of Regulation S-
K promulgated by the Securities and Exchange Commission.
In addition, in its October 26, 1994 letter, KPMG advised the
Registrant that information had come to its attention that it
concluded materially impacts the fairness or reliability of a
previously issued audit report on consolidated financial
statements; due to KPMG's resignation, the issue was not resolved
to KPMG's satisfaction prior to its resignation. Specifically,
KPMG advised the Registrant that its auditors' reports on the
consolidated financial statements of the Registrant for the years
ended December 31, 1991, December 31, 1992 and December 31, 1993
should no longer be relied upon.
On September 14, 1994, the Registrant announced that it would
restate its financial results for 1992, 1993 and the first two
quarters of 1994 based on the findings of a review of the
Registrant's Far East Headquarters Operations. Since that date,
KPMG had been continuously working with the Registrant to complete
such restatement. Based on KPMG's assistance, the Registrant had
expected to be in a position to file restated and recertified
(where applicable) financial statements on or before November 15,
1994. In light of the unexpected resignation of KPMG, the
Registrant is unable to predict when recertified, restated
financial statements will be available for filing. The Registrant
is currently in the process of retaining a new independent auditor
to complete the restatement of its 1992, 1993 and 1994 financials.
The President of the Registrant and the Chairman of the Audit
Committee of the Board of Directors of the Registrant discussed
KPMG's resignation with KPMG but KPMG provided them with no detail
as to the matters which may have led KPMG to be unable to rely on
management's representations, as to specific members of management
to whom KPMG may have been referring, or as to the specific
information which KPMG concluded materially impacts the fairness or
reliability of its previously issued reports.
The Registrant has authorized KPMG to respond fully and without
limitation to any inquiries by a successor accountant concerning
the subject matter of the above reportable events.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit 16 - Letter Regarding Change in Certifying Accountant*
*To be filed by amendment
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.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Registrant)
/S/JOHN A. MONGELLUZZO
By: John A. Mongelluzzo
Its: Vice President, Secretary and General Counsel
Dated: November 2, 1994
