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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
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Commission File No. 000-26991
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
DATE OF REPORT (Date of earliest event reported) JUNE 8, 2001
Anthony & Sylvan Pools Corporation
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(Exact name of registrant as specified in its charter)
Ohio 31-1522456
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(State of Incorporation) (IRS Employer Identification No.)
6690 Beta Drive, Mayfield Village, Ohio 44143
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (440) 720-3301
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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. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective June 4, 2001, Deloitte & Touche LLP ("D&T"), the Registrant's
Certifying Accountant for the past two fiscal years, was dismissed and KPMG LLP
("KPMG") was engaged to serve as the Registrant's new Certifying Accountant. The
Registrant's Audit Committee and Board of Directors participated in and approved
the decision relating to the dismissal of D&T and the retention of KPMG.
The reports of D&T on the Registrant's financial statements for each of
the two fiscal years ended December 31, 2000 and December 31, 1999 did not
contain an adverse opinion or a disclaimer of opinion, nor were such opinions
qualified or modified as to uncertainty, audit scope or accounting principles.
For each of the two fiscal years ending December 31, 2000 and December
31, 1999, and through the date of this filing, there were no disagreements with
D&T, except for a disagreement in March 2001 related to accounting for the
Registrant's Long-Term Incentive Plan (the "Plan"). The Plan was adopted in the
fall of 1999, and at that time it was believed that the Plan's design did not
require variable accounting treatment. The Registrant's Board of Directors and
Audit Committee discussed the subject matter of the disagreement with D&T. The
Registrant restated its previously issued results for 2000 to address the matter
and reflect variable accounting for the Plan. As a result, D&T indicated that
this disagreement was satisfactorily resolved.
During the Registrant's two most recent fiscal years and the interim
period prior to engaging KPMG, the Registrant has not consulted KPMG with
respect to any of the matters described in Item 304(a)(2)(i) or (ii) of
Regulation S-K. The Registrant has authorized D&T to respond fully to any
inquiries of KPMG concerning the subject matter of the disagreement.
The Registrant has requested that D&T furnish a letter addressed to the
SEC stating whether or not it agrees with the above statements. A copy of such
letter, dated June 7, 2001, is filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission dated June 7, 2001.
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.
Anthony & Sylvan Pools Corporation
By STUART D. NEIDUS
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Stuart D. Neidus
Chairman and Chief Executive Officer
Dated: June 8, 2001
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Exhibit Index
Item No. Description
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16.1 Deloitte & Touche LLP letter