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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K\A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
June 20, 2003
Date of Report (Date of earliest event reported)
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-100351 38-2687639
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
39400 Woodward Ave., Ste. 130
Bloomfield Hills, MI 48304
(Address of principal executive or offices)
(248) 631-5450
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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(Item 4 has been revised by adding a new sixth paragraph)
Item 4. Changes in Registrant's Certifying Accountant.
On June 20, 2003, the Audit Committee of the Board of Directors of TriMas
Corporation (the "Company") approved the appointment of KPMG LLP as the
Company's independent accountants, and the dismissal of PricewaterhouseCoopers
LLP, which had previously served in this capacity.
During the years ended December 31, 2002 and 2001 and through June 20,
2003, KPMG LLP has not been engaged as an independent accountant to audit either
the financial statements of the Company or any of its subsidiaries, nor has it
been consulted regarding the application of accounting principles to any
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, or any
matter that was the subject of a disagreement or reportable event.
During the years ended December 31, 2002 and 2001, and through June 20,
2003, there were no disagreements with PricewaterhouseCoopers LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused it to make reference to the
subject matter of such disagreement in their reports on the financial statements
for such years. The report of PricewaterhouseCoopers LLP on the financial
statements for the years ended December 31, 2002 and 2001 did not include any
adverse opinion or disclaimer of opinion, or any qualification or modification
as to uncertainty, audit scope or accounting principles.
In connection with its 2001 audit, PricewaterhouseCoopers LLP reported no
material weaknesses in the Company's internal control systems and there were no
other reportable events as defined in Regulation S-K Item 304(a)(1)(v).
In connection with its 2002 audit, PricewaterhouseCoopers LLP communicated
to the Audit Committee and to management two material weaknesses in the
Company's internal control systems, relating to: (1) the Company's closing,
consolidation and financial monitoring processes, and (2) the use of
standardized policies and procedures appropriate to each business unit's
activities. Management is addressing the first matter through augmentation of
corporate and business unit staffing levels and expects to implement revised
closing and consolidation procedures in conjunction with its second quarter 2003
closing and consolidation. The revised procedures specify required activities,
due dates, assigned responsibilities, management review and approval levels, and
require certain account reconciliations and roll forward analyses to be
performed monthly. In regard to the use of standardized policies and procedures,
management reviews the business units' accounting practices to identify
inconsistent use or application with the Company's critical accounting policies
and records adjusting entries for such items, as appropriate. Management has
also initiated actions to formally document and communicate application and use
of the Company's critical accounting policies and related procedures to
appropriate business unit personnel and expects to complete these actions during
the second half of 2003. PricewaterhouseCoopers LLP is not in a position to
comment on the adequacy of these corrective actions. The Company has authorized
PricewaterhouseCoopers LLP to respond fully to any inquiries by KPMG LLP.
Except as stated above, there are no other reportable events, as defined in
Regulation S-K Item 304(a)(1)(v), that PricewaterhouseCoopers LLP advised the
Company of during the year ended December 31, 2002 and through June 20, 2003.
The Company has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated July 16,
2003, is filed as an Exhibit to this Form 8-K/A.
The Company intends to continue its engagement of Deloitte & Touche to
provide internal audit services.
Item. 7. Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated July 16,
2003.
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 thereunto duly authorized.
Dated: July 16, 2003
TRIMAS CORPORATION
By: /s/ Todd R. Peters
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Name: Todd R. Peters
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
[Letterhead of PricewaterhouseCoopers LLP]
July 16, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by TriMas Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K/A report dated June 20, 2003. We agree with the
statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP