MAIL WELL INC
8-K, 1999-03-09
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                        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
                              
                              
                        MARCH 3, 1999
                       (Date of Report)
                              
                       MAIL-WELL, INC.
    (Exact Name of Registrant as Specified in its Charter)
                              
                           COLORADO
        (State or Other Jurisdiction of Incorporation)

     1-12551                          84-1250533
(Commission File Number)  (IRS Employer Identification Number)

    23 INVERNESS WAY EAST, SUITE 160, ENGLEWOOD, CO  80112
     (Address of principal executive offices)   (Zip Code)
                              
                         303-790-8023
     (Registrant's telephone number, including area code)


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ITEM 4. Change in Registrant's Certifying Accountant

        (a)  Previous independent public accountants.

             (i)  On March 3, 1999, the Registrant dismissed Deloitte & 
                  Touche LLP, which served as the Registrant's 
                  independent public accountants since 1994.

             (ii) The reports issued by Deloitte & Touche LLP on the 
                  financial statements for the past two fiscal years of
                  the Registrant did not contain an adverse opinion nor
                  a disclaimer of opinion, and were not qualified or
                  modified as to uncertainty, audit scope or accounting
                  principles.

            (iii) The Audit Committee of the Registrant's Board of 
                  Directors approved the decision to change independent
                  public accountants.

             (iv) In connection with its audits for the two most recent 
                  fiscal years and through March 3, 1999, there were no
                  disagreement with Deloitte & Touche 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 Deloitte & Touche LLP, would have
                  caused Deloitte & Touche LLP to make reference thereto
                  in their report on the financial statements for such
                  years.

             (v)  The Registrant has requested that Deloitte & Touche 
                  LLP furnish it with a letter addressed to the
                  Commission stating whether or not it agrees with the
                  above statements.  A copy of such letter, dated March
                  8, 1999, is filed as Exhibit 16.1 to this Form 8-K.
        
        (b)  New independent public accountants
        
             The Registrant engaged Ernst & Young LLP as its new
             independent public accountants as of March 3, 1999.  The
             Audit Committee of the Registrant's Board of Directors
             approved this on March 3, 1999.  During the two most recent
             fiscal years and through March 3, 1999, the Registrant has
             not consulted with Ernst & Young LLP regarding either:

             (i)  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 Registrant's financial statements; or 

             (ii) any matter that was either the subject of a 
                  disagreement (as defined in Item  304(a)(1)(iv) of
                  Regulation S-K and the related instructions to this
                  Item) or a reportable event identified (as described
                  in Item 304(a)(1)(v) of Regulation S-K and related
                  instruction to this Item).
        
ITEM 7. Financial Statements and Exhibits

        (a)  Exhibits
        
        Exhibit 16.1   Letter from Deloitte & Touche LLP.




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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


                                          Mail-Well, Inc.
                                          (Registrant)

      
                                          By: /s/Michael Zawalski
                                              -----------------------------
                                              Michael Zawalski
                                              Senior Vice President,
                                              Chief Financial Officer


Date:   March 9, 1999


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                                                    Exhibit 16.1

                              

Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4(a) of Form 8-K
Mail-Well, Inc. dated March 8, 1999.

Yours truly,



DELOITTE & TOUCHE LLP

Denver, Colorado
March 8, 1999





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