================================================================================
UNITED STATES
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): June 10, 2004
LMI AEROSPACE, INC.
PROFIT SHARING AND
SAVINGS PLAN AND TRUST
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
0-24293 43-1309065
(Commission File Number) (IRS Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri 63302
(Address of principal executive offices) (Zip Code)
(636) 946-6525
(Registrant's telephone number, including area code)
---------------------
================================================================================
Item 4. Changes in Registrant's Certifying Accountant.
(a) On January 30, 2004, LMI Aerospace, Inc., the administrator (the
"Plan Administrator") of the LMI Aerospace, Inc. Profit Sharing and
Savings Plan and Trust (the "Plan") was informed by Conner Ash, P.C.
("Conner Ash") that Conner Ash would not be able to serve as the Plan's
independent accountant with respect to the Plan's 2003 financial
statements because Conner Ash was not registered with the Public
Company Accounting Oversight Board. The decision to change independent
accountants was recommended and approved by the Plan Administrator (but
not by the Plan Administrator's Board of Directors or Audit Committee).
The reports of Conner Ash on the financial statements of the Plan for
the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with its audits for each
of the two most recent fiscal years and through June 10, 2004, the date
of this Report, there have been no disagreements with Conner Ash on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Conner Ash, would have caused Conner
Ash to make reference thereto in their report on the financial
statements for such years. During the two most recent fiscal years and
through June 10, 2004, the date of this Report, there have been no
reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). The
Plan has provided Conner Ash with a copy of this Form 8-K and requested
that Conner Ash provide a letter addressed to the Securities and
Exchange Commission, stating whether it agrees with the statements made
by the Plan in this Form 8-K and, if not, stating the respects in which
it does not agree, as promptly as possible so that the Plan can file
the letter with the Securities and Exchange Commission within ten
business days after the filing of this Form 8-K.
(b) BKD, LLP accepted an engagement to serve as the Plan's independent
accountant on June 10, 2004, effective as of such date. BKD, LLP will
audit the financial statements of the Plan for its fiscal year ending
December 31, 2003. The Plan Administrator (but not the Plan
Administrator's Board of Directors or Audit Committee) selected BKD,
LLP to serve as the Plan's independent accountants. During the Plan's
two most recent years ended December 31, 2002 and 2001, and through
June 10, 2004, the Plan did not consult with BKD, LLP with respect to
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 Company's financial statements, or any matter that
was either the subject of a disagreement or a reportable event (as
defined in Regulation S-K Item 304(a)(1)(v)).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
June 17, 2004
LMI AEROSPACE, INC. PROFIT SHARING
AND SAVINGS PLAN AND TRUST
By: LMI AEROSPACE, INC.,
as Plan Administrator
By: /s/ Lawrence E. Dickinson
-------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary