-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTghzX8Kmb5lAPgYQAXEer/KVNDimN/ASXT5/wuRgDT5akgQQTQ8TIED2N0PBVDZ 1VhACoCFFQSD3t/1eI0Mcg== 0000950124-98-002201.txt : 19980417 0000950124-98-002201.hdr.sgml : 19980417 ACCESSION NUMBER: 0000950124-98-002201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980416 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORTON INDUSTRIAL GROUP INC CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 380811650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13198 FILM NUMBER: 98595411 BUSINESS ADDRESS: STREET 1: 1021 WEST BIRCHWOOD STREET CITY: MORTON STATE: IL ZIP: 61550 BUSINESS PHONE: 3092667176 MAIL ADDRESS: STREET 1: 1021 WEST BIRCHWOOD STREET CITY: MORTON STATE: IL ZIP: 61550 FORMER COMPANY: FORMER CONFORMED NAME: MLX CORP /GA DATE OF NAME CHANGE: 19960823 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 8-K 1 FORM 8-K 1 U.S. 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) April 14, 1998 MORTON INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Georgia 0-13198 38-0811650 - -------------------------------------------------------------------------------- State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization File Number) Identification No.) 1021 West Birchwood, Morton, Illinois 61550 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code 309-266-7176 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 14, 1998, the Company's Board of Directors, acting upon the recommendation of the Audit Committee of the Board, selected Clifton Gunderson L.L.C. ("Clifton Gunderson") to serve as the Company's independent accountants for the fiscal year ending December 31, 1998. For the fiscal year ended December 31, 1997, Ernst & Young LLP ("Ernst & Young") served as the independent auditors for MLX Corp., and for the fiscal year ended June 30, 1997, and the six months ended December 31, 1997, Clifton Gunderson served as Morton Metalcraft Holding Co.'s independent auditors. Following the Merger, the Company retained both firms to complete their respective audits for the periods ended December 31, 1997. During the last two fiscal years, Ernst & Young's reports on the financial statements of MLX Corp. did not contain an adverse opinion or disclaimer of opinion, nor were they qualified in any way. During the same period MLX Corp. had no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During the last two fiscal years and during the current fiscal year, Ernst & Young has not advised MLX Corp. (i) that it does not have internal controls necessary for the development of reliable financial statements; (ii) that information had come to Ernst & Young's attention that has led it to no longer be able to rely on management's representations, or that has made it unwilling to be associated with the financial statements prepared by management; (iii) that Ernst & Young needed to expand significantly the scope of its audit, or that information had come to Ernst & Young's attention that if further investigated may (a) materially impact the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or (b) cause it to be unwilling to rely on management's representations or be associated with MLX Corp.'s financial statements, or (iv) that information had come to Ernst & Young's attention that it concluded materially impacted the fairness or reliability of either (a) a previously issued audit report or the underlying financial statements, or (b) the financial statements to be issued covering the fiscal period subsequent to the date of the most recent financial statements covered by an audit report. During the last two fiscal years of MLX Corp. and during any subsequent interim period of either of MLX Corp. or the Company, neither MLX Corp., or the Company consulted Clifton Gunderson about (i) either (a) the application of accounting principles to a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on the Company's financial statements, or (b) any matter that was a subject of a disagreement between the Company and Ernst & Young or that was a reportable event of the kind described in clause (i) through (iv) in the immediately preceding paragraph. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- 16.1 Letter re change in certifying accountant. 3 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. MORTON INDUSTRIAL GROUP, INC. (Registrant) Date: April 16, 1998 By: /s/ Daryl R.Lindemann -------------------------- Daryl R. Lindemann Vice President Finance, Secretary, and Treasurer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION. 16.1 Letter re change in certifying accountant. EX-16.1 2 EX 16.1 1 EXHIBIT 16.1 LETTER RE CHANGE IN CERTIFYING ACCOUNTANT April 16, 1998 Securities and Exchange Commission 450 Fifth Street, NW Washington DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated April 16, 1998, of Morton Industrial Group, Inc. (formerly MLX, Inc.) and are in agreement with the statements contained in the second sentence of the first paragraph as they pertain to Ernst & Young LLP, and with the statements in the second paragraph of Item 4 therein. We have no basis to agree or disagree with the other statements of the registrant contained therein. Ernst & Young LLP -----END PRIVACY-ENHANCED MESSAGE-----