EDELBROCK CORP
8-K, 1999-02-12
MOTOR VEHICLE PARTS & ACCESSORIES
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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

  Date or report (Date of earliest event reported)          February 8, 1999
                                                       -------------------------



                              EDELBROCK CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                    <C>                         <C>
             Delaware                          0-24802                33-0627520
- -----------------------------------    ------------------------    ---------------------
  (State or other jurisdiction of       (Commission File No.)        (IRS Employer
           incorporation                                            Identification No.)
</TABLE>


<TABLE>
<S>                                                                 <C>
     2700 California Street,   Torrance   CA                          90503
     -----------------------------------------------------------------------------------
     (Address of principal executive offices)                       (Zip Code)
</TABLE>


  Registrant's telephone number, including area code:          310-781-2222
                                                           ---------------------


                                 Not Applicable
- --------------------------------------------------------------------------------
                            (Former name and address)


<PAGE>   2


ITEM 4.          CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT


                 On February 8, 1999, the Registrant dismissed their independent
                 auditors, BDO Seidman LLP for the audit of fiscal year 1999.
                 The decision to dismiss BDO Seidman LLP as the Registrant's
                 independent auditors was approved by the Audit Committee of the
                 Registrant's Board of Directors. The reports of BDO Seidman LLP
                 on the Registrant's financial statements for the fiscal years
                 ended June 30, 1998 and June 30, 1997 did not contain an
                 adverse opinion or a disclaimer of opinion, or a qualification
                 or modification as to uncertainty, audit scope or accounting
                 principles. In connection with its audits for the Registrant's
                 two most recent fiscal years and through February 8, 1999 there
                 were no disagreements with BDO Seidman LLP on any matter of
                 accounting principles or practices, financial statement
                 disclosure, or auditing scope or procedure.

                 The Registrant engaged Grant Thornton LLP as its independent
                 accountant as of February 10, 1999. During the Registrant's two
                 most recent fiscal years, and through February 10, 1999, the
                 Registrant did not consult with Grant Thornton LLP as to 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 Registrant's financial
                 statements and the Registrant did not consult with Grant
                 Thornton LLP as to any matter that was either the subject of a
                 disagreement or reportable event.



ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS
                 (c) Exhibits

                 99.1 Letter from BDO Seidman LLP dated February 10, 1999 that
                      reported that there were no disagreements with the
                      Registrant on any matter of accounting principles or
                      practices, financial statement disclosure or auditing
                      scope or procedure.



<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.



Date:   February 11, 1999                 By:   /s/ Jeffrey L. Thompson
        ----------------------------            --------------------------------
                                                Jeffrey L. Thompson,

                                          Its:  Executive Vice President
                                                Chief Operating Officer and
                                                Director







<PAGE>   1


                                                                    EXHIBIT 99.1

February 10, 1999



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

We have read the first paragraph of item 4 included in the attached Form 8-K
dated February 8, 1999 of Edelbrock Corporation to be filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.

Very truly yours,



BDO Seidman LLP



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