United States
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): August 7, 1998
AUTO-GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
California 0-4431 95-2105641
State or Other Commission I.R.S. Employer
Jurisdiction File Number Identification
of Incorporation Number
3201 Temple Avenue
Pomona, California 91768-3200
Address of Principal Zip Code
Executive Offices
Registrant's telephone number: (909) 595-7204
FORM 8-K
ITEM 4. Changes in Registrant's Certifying Accountant
On August 6, 1998, Auto-Graphics, Inc. (the "Company") was notified by
Ernst & Young LLP that such firm would not stand for re-election for the
fiscal year ending December 31, 1998 and also tendered its resignation
as the Company's independent auditors.
A. Pursuant to Item 304(a)(1) of Regulation S-K, the Company reports the
following specific information:
(i) On August 7, 1998, the Company received written notification from
Ernst & Young LLP dated August 6, 1998 that such firm would not stand
for re-election for the fiscal year ending December 31, 1998 and was
tendering its resignation as the Company's independent auditors.
(ii) The reports of Ernst & Young on the Company's financial statements
for each of the past two years were unqualified and contained no
adverse opinion or disclaimer of opinion and no such report was
qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) The Company's Board of Directors has accepted the resignation of
Ernst & Young LLP as the Company's independent auditors and have
authorized management to recommend the engagement of a new
independent auditor.
(iv) There were no disagreements on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, between the Company and its independent auditors during
the Company's two most recent fiscal years or subsequent thereto.
(v) No event requiring disclosure under Item 304(a)(1)(v) of Regulation
S-K has occurred.
B. No event requiring disclosure under Item 304(a)(2) of Regulation S-K
has occurred.
C. In accordance with the requirements of Item 304(a)(3) of Regulation
S-K, Ernst & Young LLP has been provided with a copy of the foregoing
disclosures and has provided a letter addressed to the Securities and
Exchange Commission required by said item and said letter dated
August 13, 1998, is attached as an exhibit hereto.
A successor firm to serve as independent auditors for the Company is
expected to be selected in the near future.
ITEM 7. Exhibits
Letter to the Securities and Exchange Commission from the Company's
former independent auditors, Ernst & Young LLP, dated August 13, 1998
regarding its concurrence with statements made by the Company in this
report on Form 8-K concerning their decision to not stand for re-
election and resignation as the Company's independent auditors provided
pursuant to Item 304(a)(3) of Regulation S-K. (See Exhibit A)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AUTO-GRAPHICS, INC.
(Registrant)
Date: August 13, 1998 By: ss/Robert S. Cope
Robert S. Cope, President,
Treasurer, and Director
Date: August 13, 1998 By: ss/Daniel E. Luebben
Daniel E. Luebben
Vice President, Chief
Financial Officer &
Secretary
Ernst & Young LLP Letterhead
August 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated August 13, 1998 of Auto-Graphics, Inc.
and are in agreement with the statements contained in paragraphs 4 A., B.,
and C. on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
Mr. Robert S. Cope, President, Auto-Graphics, Inc.
