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): April 15, 1999
APOGEE ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-6365 41-0919654
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7900 Xerxes Avenue South, Suite 1800, Minneapolis, Minnesota 55431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 835-1874
Not Applicable
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(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountants
(a) Previous Independent Accountants
(i) On April 15, 1999, the Board of Directors of Apogee
Enterprises, Inc. (the "Registrant") decided to change
independent accountants for the fiscal year beginning February
28, 1999 and ending February 26, 2000 and thereby dismissed
KPMG Peat Marwick LLP, such dismissal to become effective upon
completion of the audit for the fiscal year ended February 27,
1999.
(ii) The reports of KPMG Peat Marwick LLP on the Registrant's
financial statements for the past two years ended February 28,
1998 and March 1, 1997 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Registrant's Audit Committee participated in and
recommended to the Board of Directors of the Registrant the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through April 15, 1999, there have been no
disagreements with KPMG Peat Marwick LLP 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 KPMG
Peat Marwick LLP, would have caused them to make reference
thereto in their report on the financial statements for such
years.
(v) The Registrant believes that during the two most recent fiscal
years and through April 15, 1999, there have been no
reportable events (as defined in Regulation S-K Item 304 (a)
(1) (v) ), with the exception of items cited as reportable
conditions in KPMG Peat Marwick LLP's management letter dated
June 9, 1998 addressed to the Audit Committee of the
Registrant's Board of Directors. The indicated items related
to internal control deficiencies of the Registrant's Asian
construction operations, specifically inadequate project
accounting and review procedures. The Registrant agreed with
the characterization of said items as reportable conditions
and undertook appropriate actions to remedy the internal
control deficiencies.
(vi) The Registrant delivered a copy of this Form 8-K report to
KPMG Peat Marwick LLP on April 22, 1999. Concurrently
therewith, the Registrant requested that KPMG Peat Marwick 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. Attached hereto as Exhibit
16 is a copy of the letter of KPMG Peat Marwick LLP to the SEC
dated April 22, 1999.
(b) New Independent Accountants
(i) The Board of Directors of the Registrant has approved the
engagement of Arthur Andersen LLP as its new independent
accountants for the fiscal year ending February 26, 2000.
During the two most recent fiscal years and through April 15,
1999, the Registrant has not consulted with Arthur Andersen
LLP on items which concerned the subject matter of a
disagreement or reportable event with the former auditor (as
described in Regulation S-K Item 304 (a) (2) ).
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter from KPMG Peat Marwick LLP to the Securities and
Exchange Commission dated April 22, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
APOGEE ENTERPRISES, INC.
Date: April 22, 1999 By: /s/ Robert G. Barbieri
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Name: Robert G. Barbieri
Title: Vice President Finance and
Chief Financial Officer