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