-----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, Bqg3rpSykv884HgT1KeZmfUyjC9xGEOhzp22mREAgRpT3e8r39L/bvpl9zaxWZnK haUayH0GdvYj5zNX3lG3xQ== 0000908834-02-000165.txt : 20020520 0000908834-02-000165.hdr.sgml : 20020520 20020520145852 ACCESSION NUMBER: 0000908834-02-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020513 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP INC CENTRAL INDEX KEY: 0000906609 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 222902315 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13586 FILM NUMBER: 02657486 BUSINESS ADDRESS: STREET 1: 2746 OLD U S 20 W STREET 2: PO BOX 1168 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192952200 8-K 1 mor_8k0502.txt FORM 8-K (5/13/02) 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 of Report (Date of earliest event reported): May 13, 2002 THE MORGAN GROUP, INC. ---------------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 1-13586 22-2902315 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 2746 Old U.S. 20 West, Elkhart, Indiana 46514-1168 --------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 574-295-2200 ------------ ITEM 4. Change In Registrant's Certifying Accountant On May 14, 2002, The Morgan Group, Inc. (the "Company"), a Delaware corporation, terminated the engagement of Ernst & Young LLP ("Ernst & Young") as its independent auditor. The decision to terminate the engagement of Ernst & Young was approved by its Board of Directors on May 9, 2002. Ernst & Young's reports on the financial statements of the Company for each of the last two years ended December 31, 2001 and 2000 were unqualified with an explanatory paragraph for an uncertainty regarding the Company's ability to continue as a going concern. During each of the two years ended December 31, 2001 and 2000, and the first quarter ended March 31, 2002, there were no disagreements between the Company and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the two years ended December 31, 2001 and 2000, and the first quarter ended March 31, 2002, there were no reportable events (as defined in Item 304(a) (1) (v) of Regulation S-K. A letter from Ernst & Young is attached as Exhibit 99.1 to this Report. The Company has engaged McGladrey & Pullen, LLP as its new independent auditor, effective May 14, 2002. During the two years ended December 31, 2001 and 2000, and the interim period between January 1, 2002, and May 14, 2002, the Company did not consult with McGladrey & Pullen, LLP regarding (i) the application of principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company's financial statements or (iii) any matter that was either the subject of a disagreement (as described above) or a reportable event. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable (b) Not Applicable (c) Exhibits Exhibit Number Description of Exhibit 99.1 Letter of Ernst & Young LLP regarding change in certifying accountant SIGNATURE Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. The Morgan Group, Inc. /s/ Gary J. Klusman --------------------------------------- Date: May 20, 2002 By: Gary J. Klusman Executive Vice President of Finance and Administration EX-99.1 3 ex99_8k0502.txt LETTER OF ERNST & YOUNG Exhibit 99.1 May 20, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated May 20, 2002, of The Morgan Group, Inc. and are in agreement with the statements contained in the second and third paragraphs on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP --------------------- -----END PRIVACY-ENHANCED MESSAGE-----