-----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, DKb4CfcGO52TOefP8kyceofAnT+cgnLHnPok8xHw6UaAJ0mNmG/RroaSfxGxBDCk 076m4HaeDiJbW/GGUWZlvQ== 0000795403-97-000013.txt : 19970414 0000795403-97-000013.hdr.sgml : 19970414 ACCESSION NUMBER: 0000795403-97-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970404 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 19970411 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11499 FILM NUMBER: 97578604 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 5086881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 1997 WATTS INDUSTRIES, INC. (Exact name of registrant as specified in charter) Delaware 0-14787 04-2916536 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Route 114 and Chestnut Street, North Andover, Massachusetts 01845 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 688-1811 N/A (Former name or former address, if changed since last report.) Item 4. Changes in Registrant's Certifying Accountant. (a)(1) (i) Ernst & Young LLP, the registrant's principal independent accountant which has audited the registrant's financial statements for the two most recent fiscal years, and (ii) Deloitte & Touche, an independent accountant which has audited the financial statements of Watts Industries Europe B.V., a significant subsidiary of the registrant, for the two most recent fiscal years, and upon whom Ernst & Young LLP expressed reliance in its reports, were each dismissed as independent accountants of the registrant effective April 4, 1997. (a)(2) Neither Ernst & Young LLP's reports on the registrant's financial statements nor Deloitte & Touche's reports on Watts Industries Europe B.V.'s financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. (a)(3) The decision to change accountants was made because the registrant believes it will be more efficient to have one accounting firm rather than two accounting firms performing the audit in different parts of the world. The registrant initiated the selection process by inviting proposals for audit and tax services from Ernst & Young LLP, Deloitte & Touche, and KPMG Peat Marwick LLP. Services previously provided to the registrant by KPMG Peat Marwick LLP were limited to tax and information technology consulting services. The decision to change accountants was approved by the registrant's Audit Committee and its Board of Directors. (a)(4) There were no disagreements between the registrant and either of Ernst & Young LLP or Deloitte & Touche during the two most recent fiscal years and subsequent interim periods preceding their dismissal on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of either Ernst & Young LLP or Deloitte & Touche, would have caused either of them to make a reference to the subject matter of the disagreements in connection with their reports. (a)(5) There were no "reportable events", as that term is defined in Regulation S-K, Item 304(a)(1)(v), involving either of Ernst & Young LLP or Deloitte & Touche that occurred within the registrant's two most recent fiscal years and subsequent interim periods preceding their dismissal. (a)(6) A letter from Ernst & Young LLP to the Commission regarding the registrant's disclosure herein is filed elsewhere in this report as an exhibit. A letter from Deloitte & Touche to the Commission regarding the registrant's disclosure herein is filed elsewhere in this report as an exhibit. (b) The registrant engaged KPMG Peat Marwick LLP as its new and sole independent accountant to audit the registrant's financial statements, including those of Watts Industries Europe B.V., effective April 4, 1997. The registrant did not consult with KPMG Peat Marwick LLP during the registrant's two most recent fiscal years and subsequent interim periods preceding the engagement regarding (i) 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 or (ii) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv)) or a reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)). Item 7. Financial Statements and Exhibits. (c) Exhibits. The Exhibits filed pursuant to this report are included elsewhere in this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WATTS INDUSTRIES, INC. /s/ William C. McCartney By: William C. McCartney, Vice President of Finance Date: April 9, 1997 EXHIBIT INDEX EXHIBIT DESCRIPTION 16.1 Letter from Ernst & Young LLP dated April 10, 1997, re change in certifying accountant 16.2 Letter from Deloitte & Touche dated April 9, 1997, re change in certifying accountant EXHIBIT 16.1 ERNST & YOUNG LLP 200 Clarendon Street Boston Massachusetts 02116-5072 April 10, 1997 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 We have read Item 4 of Form 8-K dated April 9, 1997 and are in agreement with the statements included in paragraphs (a)(1), (a)(2), (a)(4) and (a)(5) on page 2 therein insofar as they pertain to Ernst & Young LLP. We have no basis to agree or disagree with other statements of the registrant contained therein. Ernst & Young LLP EXHIBIT 16.2 Deloitte & Touche Registeraccountants Kanaalpark 743 2321 JV Leiden P.O. Box 402 2300 AK Leiden The Netherlands Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. WASHINGTON, D.C. 20549 USA April 9, 1997 Dear Sirs/Madams, We have read and agree with the comments as relate to Deloitte & Touche in Item 4 of Form 8-K of Watts Industries Inc. dated April 9, 1997. With kind regards, For Deloitte & Touche Registeraccountants P.C. Spaargaren RA -----END PRIVACY-ENHANCED MESSAGE-----