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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: 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, 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, 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 Letter from Deloitte & Touche regarding prior
consultations.
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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.
CEDAR GROUP, INC.
By: /s/ Michel L. Marengere
Michel L. Marengere
Chairman and Chief Executive Officer
Date: April 10, 1996
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EXHIBIT INDEX
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Exhibit Page
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16 Letter from Deloitte & Touche re: prior consultations 5
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EXHIBIT 16
[Letterhead of Deloitte & Touche]
April 4, 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
Deloitte & Touche.
Very truly yours,
Deloitte & Touche
By: /s/ DAVID H. LAIDLEY
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David H. Laidley, C.A.
