SAUER DANFOSS INC
8-K/A, 2000-06-29
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 8-K/A

                              CURRENT REPORT

               Amendment No. 1 to the Current Report on Form 8-K
          Reporting the Change of Independent Auditor on June 23, 2000
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      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): June 23, 2000

                              SAUER-DANFOSS INC.
               ----------------------------------------------------
              (Exact name of Registrant as specified in its Charter)

          DELAWARE                   333-48299                36-3482074
 ---------------------------        -----------            ------------------
(State or other jurisdiction        File Number             (I.R.S. Employer
       of incorporation)                                   Identification No.)

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                            2800 EAST 13TH STREET
                             AMES,   IOWA   50010
                            ----------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (515) 239-6000
                                                           --------------



ITEM 4.  Changes in Registrant's Certifying Accountant

     On June 23, 2000, Sauer-Danfoss Inc. (the "Company") dismissed its
independent auditor, Arthur Andersen LLP, and appointed KPMG LLP as its new
independent auditor.  The decision to change the Company's auditor was
recommended by the Audit Committee of the Company's Board of Directors and
approved by the Company's Board of Directors.

     The reports of Arthur Andersen LLP on the Company's financial statements
for the past two years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.

     During the Company's last two fiscal years and the subsequent interim
period to the date hereof, there were no disagreements between the Company and
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.

     The Company has requested Arthur Andersen LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements made by the Company.  A copy of such letter, dated
June 29, 2000, is filed as Exhibit 16.1 to this Form 8-K.

ITEM 7.  Financial Statements and Exhibits.

     (c)  Exhibits

          16.1  Letter from Arthur Andersen LLP dated June 29, 2000.

                                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 hereto duly authorized.

                                       SAUER-DANFOSS INC.



                                          Kenneth D. McCuskey
                                        Kenneth D. McCuskey, Vice President-
                                        Finance and Treasurer

Dated:  June 29, 2000

                               EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION

16.1                      Letter from Arthur Andersen LLP dated June 29,2000






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