BTG INC /VA/
8-K/A, 1999-08-20
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                   FORM 8-K/A

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         Date of Report: (Date of earliest event reported) July 28, 1999


                                    BTG, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Virginia                       000-25094                54-1194161
- --------------------------------------------------------------------------------
(State or other Jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)



3877 Fairfax Ridge Road, Fairfax, Virginia                              22030
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


       Registrant's telephone number, including area code: (703) 383-8000
                                                           --------------

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>   2
Item 4.   Changes in Registrant's Certifying Accountants.

          Filed as Exhibit 99.1 to this amended current report on Form 8-K is a
letter from KPMG LLP to the Securities and Exchange Commission (the
"Commission") regarding a change in accountants of BTG, Inc., which change in
accountants was disclosed previously on our current report on Form 8-K filed
with the Commission on August 4, 1999.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

99.1.     Letter from KPMG LLP to the Securities and Exchange Commission
          regarding a change in accountants.
<PAGE>   3
                                   SIGNATURES

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

                                       BTG, Inc.

Dated:   August 20, 1999               By:  /s/ Todd A. Stottlemyer
                                            -----------------------
                                       Name:  Todd A. Stottlemyer
                                       Title: Executive Vice President,
                                              Chief Financial Officer

<PAGE>   1
                                  EXHIBIT 99.1

                                                                 August 12, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

KPMG LLP ("KPMG") was previously the principal accountants for BTG, Inc. ("the
Company") and under the date of May 24, 1999, we reported on the consolidated
financial statements of the Company as of and for the years ended March 31, 1999
and 1998. On July 28, 1999, our appointment as principal accountants was
terminated. We have read the Company's statements included under Item 4 of its
Form 8-K dated August 4, 1999 and we agree with such statements, except as
follows:

KPMG is not in a position to agree or disagree with the statements in the first
paragraph of Item 4, to the effect that "Deloitte & Touche LLP was engaged as
principal accountants," and "the decision to change accountants was approved by
the finance and audit committee and the full board of directors of the
Registrant."

KPMG is not in a position to agree or disagree with the statement in the fifth
paragraph of Item 4, to the effect that " through July 28, 1999, the Registrant
did not consult with Deloitte & Touche LLP regarding any of the matters or
events set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K."

Very truly yours,

/s/ KPMG LLP


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