UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 18, 2003
CUNO INCORPORATED
(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) Effective December 18, 2003, CUNO Incorporated (the "Registrant")
dismissed Ernst & Young LLP as its independent accountants, after Ernst &
Young LLP completed its audit of the financial statements of the
Registrant as of October 31, 2003 and for the year then ended.
(ii) The reports of Ernst & Young LLP on the financial statements for the
fiscal years ended October 31, 2003 and 2002 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Audit Committee of the Board of Directors of the Registrant
approved the decision to change auditors.
(iv) In connection with its audits for the two most recent fiscal years
and through December 18, 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.
(v) During the two most recent fiscal years and through December 18, 2003,
there have been no reportable events (as defined by Regulation S-K Item
304(a)(1)(v)).
(vi) 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 December 18, 2003 is filed as
Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) Effective December 18, 2003, the Registrant engaged
PricewaterhouseCoopers LLP as its new independent accountants.
PricewaterhouseCoopers LLP had not been consulted by the Registrant during
the two most recently completed fiscal years and through December 18, 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 Registrant'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 matter that was 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 December 19, 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 December 18, 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
Exhibit Number Description
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16.1 Letter regarding change in certifying accountant