<PAGE>
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): September 1, 2000
WOODS EQUIPMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 333-88759 36-3868249
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6944 Newburg Road
Rockford, IL 61108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 732-2141
N/A
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (i) Effective as of September 1, 2000, the Board of Directors (the "Board")
of Woods Equipment Company, a Delaware corporation (the "Company"), approved the
dismissal of Ernst & Young LLP ("E&Y"), the principal accountant previously
engaged to audit the Company's financial statements. At the same time, the Board
approved the engagement of PricewaterhouseCoopers LLP ("PWC") as the principal
accountant to audit the Company's financial statements.
(ii) The Company, during the two most recent financial years and any subsequent
interim period prior to the engagement of the new accounting firm, did not
consult with the new accounting firm with regard to either the application of
accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Company's financial statements, nor on any matter
that was either the subject of a disagreement or a reportable event.
(iii) None of E&Y's reports on the financial statements of the Company for
either of the past two fiscal years contained an adverse opinion or a disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.
(iv) The decision to change independent accountants was recommended by the
Board.
(v) During the Company's two most recent fiscal years and the subsequent period,
there were no disagreements with E&Y on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of the disagreement
in connection with its reports.
(vi) During the Company's two most recent fiscal years and through the date of
this report, the Company has not had any reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
(vii) The Company has requested that E&Y furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. This letter is attached hereto in accordance with the requirements
of Item 304(a)(3) of Regulation S-K.
(viii) PWC reviewed the disclosure provided in this Form 8-K prior to its filing
with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Exhibit Description
16 Letter from Ernst & Young LLP regarding change in certifying
accountant
<PAGE>
SIGNATURE
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.
WOODS EQUIPMENT COMPANY
By: /s/ Thomas J. Laird
---------------------------------
Thomas J. Laird,
President and Chief Executive Officer
Date: September 1, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
16 Letter from Ernst & Young LLP regarding
change in certifying accountant
