UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 2, 2003
CUNO INCORPORATED SAVINGS AND RETIREMENT PLAN
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-21109 06-1159240
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(Commission File Number) (IRS Employer Identification No.)
400 Research Parkway
Meriden, Connecticut 06450
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(Address of principal executive offices) (Zip Code)
(203) 237-5541
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(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Public Accountant
(a) Previous independent accountants
(i) On October 2, 2003, the Audit Committee of the Board of Directors
of CUNO Incorporated (the "Registrant") notified Ernst & Young LLP that
it was being dismissed as the independent accountants of the CUNO
Incorporated Savings and Retirement Plan (the "Plan"). The Audit
Committee of the Board of Directors of the Registrant approved the
decision to change auditors.
(ii) The reports of Ernst & Young LLP on the financial statements of
the Plan for the fiscal years ended December 31, 2002 and 2001 did not
contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) In connection with its audits for the two most recent fiscal
years and through October 2, 2003, there were no disagreements with
Ernst & Young LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Ernst & Young LLP,
would have caused them to make reference thereto in their reports on the
financial statements for such years.
(iv) During the two most recent fiscal years and through October 2,
2003, there have been no reportable events (as defined by Regulation S-K
Item 304(a)(1)(v)).
(v) The Registrant has provided Ernst & Young LLP with a copy of the
foregoing disclosure and has requested that Ernst & Young LLP furnish it
with a letter addressed to the Securities and Exchange Commission (the
"SEC") stating whether or not it agrees with the above statements. A
copy of the letter from Ernst & Young LLP dated October 7, 2003 is filed
as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) Effective on October 2, 2003, the Audit Committee of the Board of
Directors engaged PricewaterhouseCoopers LLP as the new independent
accountants of the Plan. The engagement is subject to acceptance by
PricewaterhouseCoopers LLP after completion of their internal procedures.
PricewaterhouseCoopers LLP had not been consulted by the Registrant during
the two most recently completed fiscal years and through October 2, 2003
with regard to either: (i) 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 Plan's financial statements; and
neither a written report was provided to the Registrant or oral advice was
provided that PricewaterhouseCoopers concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue, or (ii) any matters that were
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is
defined in 304 (a) (1) (v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated October 7, 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 hereunto duly authorized.
Date October 7, 2003
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By /s/ Frederick C. Flynn, Jr.
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Frederick C. Flynn, Jr.
Senior Vice President -
Finance and Administration,
Chief Financial Officer
and Assistant Secretary
CUNO INCORPORATED
EXHIBIT INDEX
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Exhibit Number Description
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16.1 Letter regarding change in certifying accountant