SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 30, 2002
Rexhall Industries, Inc.
(Exact name of registrant as specified in charter)
California 0-10067 95-4135907
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
46147 7th Street West, Lancaster California 93534
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (661) 726-0565
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Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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None.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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(a) (i) On December 30, 2002, the Audit Committee of Rexhall
Industries, Inc. (the "Company") dismissed the firm of KPMG LLP
("KPMG") as the Company's independent auditors.
(ii) KPMG's report on the Company's financial statements for the years
ended December 31, 2000 and December 31, 2001 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles.
(iii) Except as described below, during the years ended December 31,
2000 and December 31, 2001 and the subsequent interim periods
preceding the date of dismissal, there were no disagreements (as
defined in Item 304(a) (1) (iv) of Securities and Exchange
Commission Regulation S-K).
During the subsequent interim periods preceding the date of
dismissal, the Company concluded that an incorrect number was
recorded for its raw material inventory during the first quarter
of 2002, and it would need to restate the financial information in
its Form 10-Q for the first quarter. Initially, the Company and
KPMG disagreed on the scope and timing of the independent
investigation related to this error, which commenced in August of
2002. Ultimately, this disagreement was resolved with both the
second quarter and restated first quarter 10-Q's being filed after
the independent investigation was completed in late September,
which identified no further changes were needed to the first
quarter's financial statements other than what had been originally
identified by management.
(iv) Except as described below, during the years ended December 31,
2000 and December 31, 2001 and the subsequent interim periods
preceding the date of dismissal, there were no reportable events
(as defined in Item 304(a) (1) (v) of Securities and Exchange
Commission Regulation S-K).
During the subsequent interim periods preceding the date of
dismissal, KPMG proposed a significant increase in audit scope for
the yearend audit of 2002. KPMG also proposed a more significant
increase in the billing rates it had used in the past for the
Company, which led to the Company's Audit Committee to solicit
bids for the upcoming 2002 yearend audit.
Attached as an exhibit to this Form 8-K/A is a letter from KPMG to
the Securities and Exchange Commission indicating at January 15, 2003 where they
agree with the statements made by the Company in this Form 8-K/A and where they
disagree.
The decision to dismiss KPMG was recommended by the Audit Committee
and unanimously approved by the Company's Board of Directors.
Item 5. Other Events.
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Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following exhibit is filed herewith:
Exhibit 16(a) Letter, dated January 15, 2003, from KPMG LLP to
the Securities and Exchange Commission
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Regulation FD Disclosure.
Not applicable.
EXHIBITS
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None.
SIGNATURES
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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 thereunto duly authorized.
Rexhall Industries, Inc.
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(Registrant)
Date: January 17, 2003 By:______________________________________
J. Michael Bourne, EVP, COO & CFO
Exhibit 16(a)
January 15, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Rexhall Industries, Inc. ("the
Company") and, under the date of March 1, 2002, we reported on the consolidated
financial statements of the Company as of and for the years ended December 31,
2001 and 2000. On December 30, 2002, our appointment as principal accountants
was terminated. We have read the Company's statements included under Item 4 of
its Form 8-K dated January 7, 2003, and we agree with such statements, except
that:
1) We are not in a position to agree or disagree with the Company's
stated reason for changing principal accountants, and
2) We believe that the Company's description of the significant change in
proposed audit scope under Item 4 (a) (iv) is incomplete. During 2002,
the Company made changes in its accounting and financial reporting
department resulting in both a reduction in the number of personnel
and a reduction in the level of experience of personnel with
accounting and reporting responsibilities. In addition, as a result of
our consideration of the independent investigation performed related
to the first quarter 2002 restatement and our experiences during our
quarterly reviews pursuant to Statement on Auditing Standards No. 71,
Interim Financial Information, we believed that we would be unable to
rely upon internal controls related to information technology systems
and inventory and, consequently, proposed a significant increase in
the scope of our planned audit procedures.
Very truly yours,
(signed) KPMG LLP