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) May 2, 2003
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Capital Southwest Corporation
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(Exact name of registrant as specified in its charter)
Texas 811-1056 75-1072796
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12900 Preston Road, Suite 700, Dallas, Texas 75230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 233-8242
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Item 4. Changes in Registrant's Certifying Accountant
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(a) On May 2, 2003, KPMG LLP was dismissed as the Registrant's independent
accountant. On April 24, 2003, the Audit Committee of the Board of
Directors of the Registrant unanimously voted in favor of the
appointment of Ernst & Young LLP to serve as the Registrant's
independent accountant for the fiscal year ending March 31, 2004.
(b) In connection with its audits of the two most recent fiscal years ended
March 31, 2003 and during the subsequent interim period ended May 9,
2003, there have been no disagreements with KPMG LLP on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedures which disagreements if not resolved to
their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the
disagreement. Also, during the two most recent fiscal years and through
May 9, 2003, the Registrant did not consult Ernst & Young LLP regarding
any of the events described in Item 304 (a) (2) (i)- (ii) of Regulation
S-K.
(c) The report of KPMG LLP on the financial statement for the prior fiscal
year ended March 31, 2002 contained no adverse opinion or disclaimer of
opinion and the report to be issued for March 31, 2003 will most likely
contain no adverse opinion or disclaimer of opinion.
(d) The Registrant has requested that KPMG LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter from
KPMG LLP addressed to the Securities and Exchange Commission is filed
as Exhibit 16.1 to this Form 8-K.
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.
Capital Southwest Corporation
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(Registrant)
Date: May 9, 2003
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By: /s/ Susan K. Hodgson
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Susan K. Hodgson
Secretary - Treasurer
EXHIBIT 16.1
May 9, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We are currently principal accountants for Capital Southwest Corporation and,
under the date of April 19, 2002, we reported on the consolidated financial
statements of Capital Southwest Corporation as of and for the years ended March
31, 2002 and 2001. On May 2, 2003, we were notified that Capital Southwest
Corporation engaged Ernst & Young LLP as its principal accountant for the year
ending March 31, 2004 and that the auditor-client relationship with KPMG LLP
will cease upon completion of the audit of Capital Southwest Corporation's
consolidated financial statements as of and for the year ended March 31, 2003,
and the issuance of our report thereon. We have read Capital Southwest
Corporation's statements included under Item 4 of its Form 8-K dated May 9,
2003, and we agree with such statements, except that we are not in a position to
agree or disagree with Capital Southwest Corporation's statement that on April
24, 2003, the Audit Committee of the Board of Directors of the Registrant
unanimously voted in favor of the appointment of Ernst & Young LLP to serve as
the Registrant's independent accountant for the fiscal year ending March 31,
2004 and we are not in a position to agree or disagree with Capital Southwest
Corporation's statement that during the two most recent fiscal years and through
May 9, 2003, Ernst & Young LLP was not consulted regarding any of the events
described in Item 304(a)(2)(i)-(ii) of Regulation S-K. We are also not in a
position to agree or disagree with Capital Southwest Corporation's statement
that the report to be issued for March 31, 2003 will most likely contain no
adverse opinion or disclaimer of opinion.
Very truly yours,
KPMG LLP