UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported: October 11, 1999
Date of Report: October 14, 1999
Commission File No.: 33-47577
HAMPSHIRE GROUP, LIMITED
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-0967107
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(State of Incorporation) (I.R.S. Employer Identification No.)
215 COMMERCE BOULEVARD
ANDERSON, SOUTH CAROLINA 29625
(864) 225-6232
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(Address, Including Zip Code, and Telephone Number, Including
Area Code of Registrant's Principal Executive Offices)
Item 4. Changes in Registrant's Certifying Accountant.
On October 13, 1999, Hampshire Group, Limited (the "Registrant") engaged
Deloitte & Touche LLP ("Deloitte") as its independent accountants to audit its
consolidated financial statements commencing with its fiscal year ending
December 31, 1999, and to prepare the corporate tax returns as required by law.
On October 11, 1999, the Registrant had notified PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), its present independent accountants, of its
intention to make the change. Upon completion of the statutory audit and
preparation of the tax return for Hampshire Investments London, Limited for the
year ended December 31, 1998, PricewaterhouseCoopers will resign as independent
accountants of the Registrant. Each of these actions were recommended by the
Audit Committee and approved by the Board of Directors of the Registrant.
There have been no disagreements between the Registrant and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure during the two fiscal years ended December 31, 1998 and
1997 and during the subsequent interim period through the date of the
notification.
The independent accountant's report on the financial statements of the
Registrant for the fiscal years ended December 31, 1998 and 1997 did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified as to
uncertainty, audit scope, or accounting principles.
Further, during the two fiscal years ended December 31, 1998 and 1997 and the
unaudited interim period through the date of the notification, neither the
Registrant nor any of its representatives sought the advise of Deloitte
regarding the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be rendered on
the financial statements of the Registrant.
PricewaterhouseCoopers has been provided with a copy of the disclosures
contained in this Form 8-K with a request that they furnish to the Registrant a
copy of a letter addressed to the Securities and Exchange Commission whether it
agrees with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K, and if not, stating any comments in which it does not agree.
Attached as Exhibit l and 2 are copies of letters from PricewaterhouseCoopers to
the Commission stating that it agrees with the statements in the Form 8-K
concerning the firm and that the client-auditor relationship has ceased
effective October 13, 1999.
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 thereunto duly authorized.
HAMPSHIRE GROUP, LIMITED
(Registrant)
Date: October 14, 1999 /s/ Ludwig Kuttner
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Ludwig Kuttner
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 14, 1999 /s/ Charles W. Clayton
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Charles W. Clayton
Vice President, Secretary, Treasurer
and Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBITS
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Exhibit No. Description
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(1) Letter from PricewaterhouseCoopers LLP dated October 11, 1999
(2) Letter from PricewaterhouseCoopers LLP dated October 13, 1999
EXHIBIT 1
PRICEWATERHOUSECOOPERS LLP
50 Hurt Plaza
Suite 1700
Atlanta, GA 30303
Telephone: (404)658 1800
Facsimile (404) 658 8899
October 11, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by Hampshire Group, Limited (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 report dated October 14, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
EXHIBIT 2
PRICEWATERHOUSECOOPERS LLP
50 Hurt Plaza
Suite 1700
Atlanta, GA 30303
Telephone: (404)658 1800
Facsimile (404) 658 8899
October 13, 1999
Mr. Charles W. Clayton
Chief Financial Officer
Hampshire Group, Limited
215 Commerce Boulevard
Anderson, South Carolina 29625
Dear Mr. Clayton:
This is to confirm that the client-auditor relationship between Hampshire Group,
Limited (Commission File Number 33-47577) and PricewaterhouseCoopers LLP has
ceased.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington , D.C. 20549