UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2005
BEXIL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 001-12233
(State of Incorporation) (Commission File Number)
13-3907058
(IRS Employer Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
212-785-0400
(Registrant's telephone number, including area code)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 4.01 Changes in Registrant's Certifying Accountant
On January 13, 2005, the Audit Committee (the "Committee") of the Board of
Directors of Bexil Corporation (the "Company") unanimously voted to recommend to
the Board that the resignation of Tait, Weller & Baker ("Tait") as the Company's
independent registered public accounting firm be accepted, effective upon the
appointment by the Company of successor auditors. The Committee further
recommended to the Board that the appointment of Deloitte & Touche LLP
("Deloitte") as the independent registered public accounting firm for the
Company be approved, effective upon the successful completion of Deloitte's
client acceptance procedures. Also on January 13, 2005, the Board of Directors
of the Company approved such recommendations.
On April 18, 2005, the Company announced the successful completion of
Deloitte's client acceptance procedures.
Tait's report on the Company's financial statements for the fiscal years
ended December 31, 2003 and December 31, 2002 did not contain an adverse
opinion, a disclaimer of opinion, or any qualification or modifications as to
uncertainty, audit scope or accounting principles. During the Company's fiscal
years ended December 31, 2003 and December 31, 2002, and through the date of
termination of the engagement, there were no disagreements with Tait on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of Tait,
would have caused Tait to make reference to the subject matter of the
disagreement in connection with its report.
During the fiscal years ended December 31, 2003 and December 31, 2002 and
through the date of termination of the engagement, there have been no reportable
events as defined in Item 304(a)(1)(iv) of Regulation S-B promulgated by the
Securities and Exchange Commission (the "Commission").
The Company has not consulted with Deloitte during the fiscal years ended
December 31, 2003 and December 31, 2002, nor during the subsequent period to the
date of its engagement regarding either the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
The Company has provided Tait with a copy of this Form 8-K and has
requested that Tait furnish it with a letter addressed to the Commission stating
whether it agrees with the statements made by the Company herein and, if not,
stating the respects in which it does not agree. The letter of Tait to the
Commission dated April 13, 2005, as required by Item 4.01 of Form 8-K, is
attached to this Report as Exhibit 16.
Item 7.01 Regulation FD Disclosure
The press release issued April 18, 2005 announcing the change in the
Company's independent registered public accounting firm is incorporated herein
by reference and is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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16 Letter of Tait, Weller & Baker to the Securities and Exchange
Commission, dated April 13, 2005
99.1 Press release dated April 18, 2005
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.
BEXIL CORPORATION
(Registrant)
/s/ WILLIAM G. VOHRER
By: William G. Vohrer
Chief Financial Officer
Date: April 13, 2005
Exhibit 16
Tait, Weller & Baker
Certified Public Accountants
April 13, 2005
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4.01 of Bexil Corporation's Form 8-K dated April 13,
2005, and have the following comments:
1. We agree with the first sentence of the first paragraph as to our
resignation. We also agree with the statements made in the third and fourth
paragraphs and the first sentence of the sixth paragraph.
2. We have no basis on which to agree or disagree with the statements made in
the first (except as to our resignation), second, and fifth paragraphs and the
second sentence of the sixth paragraph.
Sincerely,
/s/ Tait, Weller & Baker
Exhibit 99.1
BEXIL ANNOUNCES CHANGE OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRMS, LATE FILING, AND UNAUDITED COMPARATIVE FINANCIAL DATA
New York (April 18, 2005)--Bexil Corporation (AMEX: BXL) announced today that
effective April 13, 2005 its Board of Directors has accepted the resignation of
Tait, Weller & Baker as the Company's independent registered public accounting
firm and has engaged Deloitte & Touche LLP as its new independent registered
public accounting firm.
"We are looking forward to our relationship with Deloitte & Touche," stated
William Vohrer, the Company's Chief Financial Officer. "We believe that
Deloitte's industry experience and technical expertise will be a good fit with
Bexil," he continued. Mr. Vohrer did note that Tait Weller & Baker's resignation
was not a result of any disagreement between Tait Weller & Baker and the
Company, including in regard to the Company's accounting principles and
practices, financial statement disclosures or audit procedures. "Bexil's primary
business is comprised of its 50% interest in privately held York Insurance
Services Group, Inc. and Deloitte is York's auditor," Mr. Vohrer said.
Since the 1930's, York's affiliates have served as third party administrators
and independent adjusters providing claims data and risk related services to
insurance carriers, self insureds, public entities, brokers, and other
intermediaries. York's claims services include property & casualty, workers'
compensation, special investigative unit services & surveillance, transportation
& logistics, environmental, construction, and inland & ocean marine. York is a
50% owned unconsolidated affiliate accounted for by the equity method.
Late Filing of 10-KSB
The Company also announced that it had submitted a notification of late filing
on Form 12b-25 that it would make a late filing of its annual report on Form
10-KSB for the year ended December 31, 2004 due to delays in concluding the new
client acceptance process. The filing is currently expected by May 20, 2005.
Unaudited Comparative Financial Data for 2004
Bexil also released preliminary and unaudited comparative data of its 2004
financial results. Although subject to audit, the Company expects to show that
earnings per share in the fourth quarter ending December 31, 2004 exceeded 2003
fourth quarter results by approximately 65% and that for the full 2004 year
earnings per share declined by approximately 1%.
Bexil is a holding company operating businesses directly or through companies in
which it has a majority or other substantial interest. More information about
Bexil may be found at its web site http://www.bexil.com. Bexil's primary
business is comprised of its 50% interest in privately held York, an
unconsolidated affiliate accounted for by the equity method. More information
about York may be found at its web site, http://www.yorkclaims.com.
This press release may contain forward-looking statements and similar
expressions that reflect Bexil's current expectations about its future
performance, and are subject to risks, uncertainties and other factors that
could cause Bexil's actual performance to differ materially from those expressed
in, or implied by, these forward-looking statements.
Contact: William Vohrer
wvohrer@bexil.com
1-212-785-0400, ext. 279
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