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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): August 26, 2004
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Capital Southwest Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation)
811-1056 75-1072796
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(Commission File Number) (IRS Employer Identification No.)
12900 Preston Road, Suite 700, Dallas, Texas 75230
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(Address of Principal Executive Offices) (Zip Code)
(972) 233-8242
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
On September 1, 2004, we filed a Form 8-K (the "Report") announcing that Ernst &
Young, LLP, our independent registered public accounting firm, informed us on
August 26, 2004 that it is resigning as our independent registered public
accounting firm effective September 1, 2004. This Form 8-K/A amends the Report
to include a copy of the letter provided by Ernst & Young LLP dated September 7,
2004 addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by us in the Report. The letter is filed as
Exhibit 16.1 to this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits
(c) Exhibit:
16.1 Letter regarding change in certifying accountant
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.
Date: September 9, 2004
CAPITAL SOUTHWEST CORPORATION
By: /s/ William R. Thomas
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William R. Thomas
President and Chairman of the Board
Index to Exhibits
Exhibit No. Description
16.1 Letter regarding change in certifying accountant
Exhibit 16.1
September 7, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4.01 of Form 8-K dated September 1, 2004 of Capital Southwest
Corporation and we are in agreement with the statements contained in the first
paragraph and the first sentence of the second paragraph on page 2 therein. We
do not agree with the statement contained in the last sentence of paragraph 2 on
page 2.
We do not agree with the statement in the sentence constituting paragraph 3 on
page 2 in that we have provided this letter within the time requirements and
rules contained in Regulation S-K Item 304(a)(3).
/s/ Ernst & Young LLP