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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Current Report on Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: APRIL 3, 1996
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CEDAR GROUP, INC.
(Exact name of registrant as specified in charter)
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DELAWARE 1-10372 23-2577796
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification no.)
incorporation)
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500 RUE NOTRE DAME
LACHINE, QUEBEC H8S 2B2
(Address of principal executive offices)
(514) 634-3550
(Registrant's telephone number, including area code)
Page 1 of 5 Pages
Exhibit Index on Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) On April 2, 1996, Cedar Group, Inc. (the "Company") replaced
Ernst & Young ("E & Y") as the principal accountants to audit the Company's
financial statements, effective April 3, 1996. The action was approved by the
Audit Committee of the Company's Board of Directors.
E & Y's report on the Company's financial statements for fiscal years
1994 and 1995 did not contain any adverse opinion, disclaimer of opinion or
qualification or modification as to uncertainty, audit scope or accounting
principles.
During fiscal years 1994 and 1995 and the interim period subsequent to
fiscal year 1995 through April 3, 1996, there were no disagreements
between the Company and E & Y on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of E & Y, would have caused it to
make a reference to the subject matter of the disagreements in connection with
its report, except that there were discussions at a senior level regarding
accounting treatment for the recognition of income related to construction
contracts as well as the expensing of costs related to foreign joint ventures.
These issues were resolved and appropriately accounted for in the 1995 audited
financial statements in the Company.
During fiscal years 1994 and 1995 and the interim period subsequent to
fiscal year 1995 through April 3, 1996, E & Y did not advise the
Company (1) that the internal controls necessary for the Company to develop
reliable financial statements do not exist, or (2) that information has come to
E & Y's attention that has led it to no longer be able to rely on management's
representations or that has made it unwilling to be associated with the
financial statements prepared by management, or (3)(A) of the need to expand
significantly the scope of its audit, or that information has come to E & Y's
attention during such period that, if further investigated, may (i) materially
impact the fairness or reliability of either a previously issued audit report
or the underlying financial statements, or the financial statements issued or
to be issued covering the fiscal periods subsequent to fiscal year 1995
(including information that may prevent it from rendering an unqualified audit
report on those financial statements), or (ii) cause E & Y to be unwilling to
rely on management's representations or be associated with the Company's
financial statements, and (B) due to E & Y's dismissal, or for any other
reason, E & Y did not so expand the scope of its audit or conduct such further
investigations, or (4)(A) that information has come to E & Y's attention that
it has concluded materially impacts the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal periods
subsequent to fiscal year 1995 (including information that, unless resolved to
E & Y's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and (B) due to E & Y's dismissal, or for
any other reason, the issue has not been resolved to E & Y's satisfaction prior
to its dismissal.
(b) On April 3, 1996, the Company engaged Deloitte & Touche as the
principal accountants to audit the Company's financial statements, effective
April 3, 1996. The action was approved by the Audit Committee of the Company's
Board of Directors. Except as described in the next paragraph, during fiscal
years 1994 and 1995 and the interim period subsequent to fiscal year 1995,
neither the Company nor anyone on its behalf consulted Deloitte & Touche
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and, except as so
described, neither a written report nor oral advice was provided to the Company
by Deloitte & Touche.
Deloitte & Touche was retained in February 1996 to advise the Company
on the accounting and tax implications of the Company's potential acquisition
of MIL Davie Inc., an industrial facility located near Quebec City, Quebec,
Canada. This advice, which was provided orally, was directed to the general
implications of various transaction structures under generally accepted
accounting principles and Canadian federal and provincial tax law. E&Y was not
consulted regarding any of such issues.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 16.1 Letter from Deloitte & Touche regarding prior
consultations (previously filed).
Exhibit 16.2 Letter to the Commission from Ernst & Young.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
CEDAR GROUP, INC.
By: /s/ Michel L. Marengere
Michel L. Marengere
Chairman and Chief Executive Officer
Date: April 29, 1996
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EXHIBIT INDEX
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Exhibit Page
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16.2 Letter to the Securities and Exchange Commission from
Ernst & Young 5
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EXHIBIT 16.2
[Letterhead of Ernst & Young]
April 15, 1996
Securities and Exchange Comission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
20549
Re: Cedar Group, Inc.
Gentlemen:
We have reviewed a Current Report on Form 8-K dated April 3, 1996 (the
"Current Report") of Cedar Group, Inc.(the "Company"). We agree with the
statements of the Company in the Current Report, insofar as they relate to
Ernst & Young.
Very truly yours,
Ernst & Young
/s/ RUDOLF R. OKKER
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Rudolf R. Okker, C.A.
