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
Date of Report (Date of earliest event reported): September 24, 2004
American Locker Group Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-439 16-0338330
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
608 Allen Street, Jamestown, New York 14701
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (716) 664-9600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 24, 2004, the Audit Committee of American Locker Group Incorporated
(the "Company") dismissed Ernst & Young LLP ("E&Y") as the Company's independent
registered public accounting firm for the year ending December 31, 2004, and
appointed Schneider Downs & Co., Inc. as the Company's independent registered
public accounting firm.
The reports by E&Y with respect to the Company's financial statements for each
of the years ended December 31, 2002 and 2003 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the fiscal years ended
December 31, 2002 and 2003, and any subsequent interim period through the date
of dismissal, January 1, 2004 through September 24, 2004, there were no
disagreements between the Company and E&Y on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.
During the fiscal years ended December 31, 2002 and 2003, and through the date
of this disclosure, E&Y did not advise the Company with respect to any matters
described in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K.
During the fiscal years ended December 31, 2002 and 2003, and through the date
of this disclosure, the Company did not consult with Schneider Downs & Co., Inc.
regarding either (i) the application of accounting 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; (iii) any matter that
was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The Company has provided E&Y with a copy of the foregoing disclosure. Attached
as an exhibit hereto is a copy of E&Y's letter, dated October 7, 2004, in
response to the foregoing disclosure.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(16) Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated October 8, 2004.
SIGNATURE
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 hereunto duly authorized.
AMERICAN LOCKER GROUP INCORPORATED
By: /s/ Edward F. Ruttenberg
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Edward F. Ruttenberg
Chairman and
Chief Executive Officer
Dated: October 8, 2004
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Exhibit 16
October 8, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated October 8, 2004 of American Locker Group
Incorporated and are in agreement with the statements contained in paragraphs 1,
2, 3, and 5 on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
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