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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 21, 2000
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-25634 87-0365268
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(State or Other Jurisdiction (Commission (IRS Employer
Incorporation) File Number) Identification No.)
3000 Northwest 125th Street, Miami, Florida 33167
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 965-9910
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Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On July 21, 2000, Ernst & Young LLP (E&Y) resigned as independent auditors of
American Architectural Products Corporation (the "Company"). The Company is
currently in the process of selecting independent auditors for the year ending
December 31, 2000. The Company has authorized E&Y to respond fully to inquiries
of the successor auditor.
The audit reports of E&Y on the consolidated financial statements of the Company
as of and for the years ended December 31, 1999 and 1998, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to audit scope, or accounting principles. The opinion of E&Y, dated June 2,
2000, on the Company's consolidated financial statements for the year ended
December 31, 1999 was modified as to uncertainty by inclusion of an explanatory
"going concern" paragraph resulting from the Company's recurring operating
losses, highly leveraged position and deficiency in shareholders' equity.
In connection with the audit of the Company's financial statements for the two
years ended December 31, 1999, and the subsequent interim period through July
21, 2000, there were no disagreements with E&Y on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of E&Y, would have caused
E&Y to make reference to the subject matter of the disagreement in their report.
In connection with the audit of the Company's consolidated financial statements
for the year ended December 31, 1999, E&Y informed the Company and its Audit
Committee of conditions which it believed constituted a material weakness and
other reportable conditions in the Company's internal controls. Such matters
resulted in E&Y's need to expand their audit scope and procedures. Ernst & Young
communicated that at certain of the Company's subsidiaries, account
reconciliations had not been completed on a timely basis which resulted in
numerous year-end adjustments and contributed to the Company's inability to
close its books and file its Annual Report on Form 10-K on a timely basis. In
addition, E&Y communicated that certain deficiencies in the internal control
environment at several of the Company's subsidiaries, identified and
communicated in connection with its audit of the consolidated financial
statements for the year ended December 31, 1998, had not been addressed and
corrected and contributed to the control deficiencies identified at these
locations. The Company did reconcile all accounts and recorded the appropriate
adjustments prior to filing its Annual Report on Form 10-K for the year ended
December 31, 1999. E&Y advised the Company that, in completing its audit, it
considered the aforementioned material weakness and other reportable conditions
in determining the nature, timing and extent of the procedures performed to
enable it to issue its opinion on the Company's consolidated financial
statements. The Company has authorized E&Y to respond fully to inquiries of
successor auditors concerning these matters.
The Company has requested that E&Y furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements contained herein. A copy of such letter, dated July 28, 2000, is
filed as Exhibit 16 to this Current Report on Form 8-K.
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ITEM 5. OTHER EVENTS
On July 28, 2000, the Company announced that it had reached an agreement-in-
principle with certain holders of its 11 3/4% Senior Notes due 2007 regarding
a consensual restructuring of the Company's indebtedness. A copy of the
Company's press release setting forth such announcement is filed as Exhibit
99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
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16 Letter of Ernst & Young LLP
99.1 Press Release
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 hereunto duly authorized.
AMERICAN ARCHITECTURAL
PRODUCTS CORPORATION
Date: July 28, 2000 By: /s/ William T. Hull
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William T. Hull
Chief Financial Officer