SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) May 2, 2003
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MORGAN GROUP HOLDING CO.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-73996 13-4196940
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(State of other (Commission File (IRS Employer
Jurisdiction of Number) Identification)
Incorporation)
401 Theodore Fremd Avenue Rye, New York 10580
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(Address of Principal Executive Offices Zip Code
Registrant's Telephone Number, Including Area Code: 914-921-1877
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ITEM 4. Change In Registrant's Certifying Accountant
On April 29, 2003, Morgan Group Holding Co. (the "Company"), a Delaware
corporation, individually and on behalf of all others similarly situated,
commenced an action against Ernst & Young LLP, among others, in the United
States District Court, Southern District of New York. The allegations in the
lawsuit do not relate to the audit by Ernst & Young of any of the Company's
financial statements but rather to the audit by Ernst & Young of the financial
statements of The Morgan Group, Inc. ("Morgan").
By letter dated May 2, 2003, Ernst & Young LLP confirmed that the client-auditor
relationship between the Company and Ernst & Young ceased. The cessation of the
relationship was not recommended or approved by the board of directors of the
Company.
Ernst & Young's reports on the financial statements of the Company for each of
the two fiscal years ended December 31, 2001 and 2000 were unqualified with an
explanatory paragraph for an uncertainty regarding the Company's ability to
continue as a going concern.
As previously reported by the Company, as a result of the bankruptcy of Morgan,
Morgan's corporate, financial and accounting staff were substantially
eliminated. On November 12, 2002, Morgan filed a Form 15 with the Securities and
Exchange Commission to terminate its registration under Section 12(g) of the
Exchange Act. Given the status of Morgan, Ernst & Young was unable to complete
an audit of the Company for the year ended December 31, 2002.
In connection with the audits of the Company's financial statements for the year
ended December 31, 2001 and the subsequent interim period preceding the
cessation of the client-auditor relationship there were no disagreements between
the Company and Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused it to make reference to the matter in its report.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibit 16.2--Letter of Ernst & Young LLP addressed to the
Securities and Exchange Commission, dated June 4, 2003.
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morgan Group Holding Co.
/s/Robert E. Dolan
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Robert E. Dolan
Chief Financial Officer
Date: June 4, 2003