UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C . 20549
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FORM 8-K/A1
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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 14, 2002
THE MORGAN GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-13586 22-2902315
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(Commission File Number) (IRS Employer Identification No.)
2746 Old U.S. 20 West, Elkhart, Indiana 46514-1168
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 574-295-2200
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This report amends Items 4 and 7 of the Registrant's Form 8-K filed May 20,
2002, relating to change in Registrant's Certifying Accountants.
ITEM 4. Change In Registrant's Certifying Accountant
On May 14, 2002, The Morgan Group, Inc. (the "Company"), a Delaware
corporation, dismissed Ernst & Young LLP ("Ernst & Young") as its independent
auditor.
The decision to dismiss Ernst & Young was approved by the Company's 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, the first
quarter ended March 31, 2002, and through the date of cessation, 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, the first quarter ended March 31, 2002, and through the date
of cessation, 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 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 No. Description of Exhibit
99.1 Letter, dated May 20, 2002, of Ernst & Young LLP regarding
change in certifying accountant, as described in Form 8-K
99.2 Letter, dated May 31, 2002, of Ernst & Young LLP regarding
change in certifying accountant, as described in Form 8-K/A1
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/ Darrel O. Ritchie
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Darrel O. Ritchie
Date: May 31, 2002 By: Darrel O. Ritchie
Controller