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): June 8, 1998
AG-BAG INTERNATIONAL LIMITED
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-18259 93-1143627
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(Commission File Number (IRS Employer Identification No.)
2320 SE Ag-Bag Lane, Warrenton, Oregon 97146
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 861-1644
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective June 8, 1998, the Company dismissed KPMG Peat Marwick, LLP as
its independent accountants and engaged Yergen & Meyer, LLP as its new
independent accountants.
The reports of KPMG Peat Marwick, LLP on the financial statements for
the past two years of the Company 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 decision to dismiss KPMG Peat Marwick,
LLP was recommended by management and approved by the Board of Directors of the
Company.
During the two most recent fiscal years ended December 31, 1997, and
the interim period from December 31, 1997 until the date of dismissal, there
have been no disagreements with KPMG Peat Marwick, LLP on any matters of
accounting principles or practices, financial statement disclosure or audit
scope or procedure which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matters of the disagreements.
On April 7, 1997 KPMG Peat Marwick, LLP advised the audit committee of
the Company that two matters involving the internal control structure and its
operation were considered to be reportable conditions under standards
established by the American Institute of Certified Public Accountants. The
reportable conditions related to the analysis of excess, damaged, discontinued
and obsolete inventory in order to determine the adequacy of reserves against
inventory and UCC filings relating to equipment sold on account. The Company
took actions to correct both of the reportable conditions, including (i)
formalizing its policies with respect to inventory and taking a charge against
inventory and (ii) implementing policies to obtain UCC filings for equipment
sold on account.
During the two most recent fiscal years ended December 31, 1997, and
the interim period from December 31, 1997 until the date of engagement as the
Company's new independent accountants, Yergen & Meyer, LLP has provided tax
advice and return preparation services to the Company. During such period,
Yergen & Meyer, LLP did not provided any advice to the Company with respect to
(i) application of accounting principles to a specified transaction, either
completed or proposed, (ii) any audit opinion that might be rendered on the
Company's financial statements, or (iii) any other accounting, auditing or
financial reporting issues other than advice relating solely to tax issues.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired: None.
(b) Pro forma financial information: None.
(c) Exhibits:
Exhibit No. Exhibit
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16.1 Letter from KPMG Peat Marwick, LLP to Securities
and Exchange Commission dated June 12, 1998.
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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.
AG-BAG INTERNATIONAL LIMITED
(Registrant)
Date: June 12, 1998 By: /s/ Michael R. Wallis
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Michael R. Wallis
Vice President of Finance
and Chief Financial Officer
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INDEX OF EXHIBITS
Exhibit No. Exhibit
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16.1 Letter from KPMG Peat Marwick, LLP to Securities
and Exchange Commission dated June 12, 1998.
[KPMG Peat Marwick, LLP letterhead]
June 12, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Ag-Bag International Limited and
under the date of February 25, 1998, we reported on the financial statements of
Ag-Bag International Limited as of and for the years ended December 31, 1997 and
1996. On June 9, 1998, our appointment as principal accountants was terminated.
We have read Ag-Bag International Limited statements included under Item 4 of
its Form 8-K dated June 12, 1998 and we agree with such statements, except that
we are not in a position to agree or disagree with Ag-Bag International
Limited's statements that (1) Yergen & Meyer, LLP was not engaged regarding the
application of accounting principles to a specified transaction or type of
opinion that might be rendered on Ag-Bag International Limited's financial
statements, and (2) the change was recommended by management and approved by the
Board of Directors of the Company.
Very truly yours,
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
