sec document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 2, 2002
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The Millbrook Press, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 001-12555 06-1390025
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2 Old New Milford Road, Brookfield, CT 06804
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(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 740-2220
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N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
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(a) (i) On August 2, 2002, The Millbrook Press Inc. (the "Company")
received a letter from the Securities Exchange Commission (the
"SEC") which advised that the SEC had received a letter from Arthur
Andersen LLP ("Andersen") whereby Andersen had notified the SEC that
it was unable to perform future audit services for the Company and,
as a result, Andersen's relationship with the Company was
effectively terminated.
(ii) The audit reports of Andersen on the consolidated financial
statements of the Company for each of the fiscal years ended July
31, 2001 and 2000 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii) During the Company's two most recent fiscal years and the
subsequent interim period preceding the resignation of Andersen on
August 2, 2002, there were no disagreements between the Company and
Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to Andersen's satisfaction would
have caused them to make reference to the subject matter of the
disagreement in connection with their reports.
(iv) During the fiscal years ended July 31, 2001 and 2000 and during
the fiscal year ended July 31, 2002, there were no "reportable
events" as defined by Item 304(a)(1)(v) of Regulation S-K.
(v) The Company requested that Andersen furnish it with a letter
addressed to the Securities and Exchange Commission stating whether
or not it agrees with the above statements. Because Andersen no
longer employs the engagement partner or manager, the Company is
unable to provide this letter.
(b) (i) The Company engaged DiSanto Bertoline & Co. ("DiSanto") as
its new principal independent accountants on August 5, 2002.
(ii) Neither the Company nor anyone on its behalf has consulted
DiSanto during the Company's two most recent fiscal years, or any
subsequent interim period, prior to the engagement of DiSanto.
(c) The decision to engage DiSanto as independent public accountants was
made by the Board of Directors of the Company following the
recommendation of its Audit Committee.
SIGNATURE
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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.
THE MILLBROOK PRESS INC.
Dated: August 13, 2002 By: /s/ David Allen
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Name: David Allen
Title: President