UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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): July 6, 2006
BEXIL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 001-12233 13-3907058
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
1-212-785-0400
(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
This current report on Form 8-K/A is being filed solely for the purpose of
including the information in the fourth paragraph under Item 4.01 which was not
provided in the original filing.
Item 4.01 Changes in Registrant's Certifying Accountant
On July 6, 2006, Bexil Corporation (the "Company") dismissed Deloitte &
Touche LLP ("Deloitte") as the Company's independent registered public
accounting firm. In addition, on July 6, 2006, prior to the Company notifying
Deloitte of their dismissal, the Audit Committee (the "Committee") of the Board
of Directors of the Company unanimously voted to recommend to the Board the
dismissal of Deloitte & Touche LLP ("Deloitte") as the Company's independent
registered public accounting firm, effective upon the appointment by the Company
of successor auditors. The Committee further recommended to the Board that the
appointment of Tait, Weller & Baker LLP ("Tait") as the independent registered
public accounting firm for the Company be approved. Also on July 6, 2006, the
Board of Directors of the Company approved such recommendations.
Deloitte's report on the Company's financial statements for the fiscal
years ended December 31, 2005 and December 31, 2004 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, 2005 and December 31, 2004, and through the date of
termination of the engagement, there were no disagreements with Deloitte on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
Deloitte, would have caused Deloitte to make reference to the subject matter of
the disagreement in connection with its report.
During the fiscal years ended December 31, 2005 and December 31, 2004 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 or Item 304(a)(1)(iv)
of Regulation S-K promulgated by the Securities and Exchange Commission (the
"Commission") except on June 15, 2005, the Company inadvertently filed the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004 (the "2004 Report") before all pending edits and reviews were completed.
Because the edits and review procedures had not been completed, the Company's
Chief Financial Officer determined that the Company's financial statements for
the fiscal years ended December 31, 2004 and 2003 as filed should not be relied
upon. On June 20, 2005, an amended 2004 Report was filed to correct certain
errors which resulted from the inadvertent filing of the 2004 Report on June 15,
2005. The circumstances surrounding the inadvertent filing and a description of
the edits which had not been completed are described in the Company's Current
Report on Form 8-K dated June 15, 2005 and filed with the SEC on June 17, 2005.
Additionally, in connection with the preparation of the 2004 Annual Report on
Form 10KSB/A, management determined that deficiencies within its disclosure
controls and procedures including internal control over financial reporting
existed that related to the following: (1) the Company's internal controls over
SEC filings were not adequate and required further strengthening, (2) the
controls over the application of APB 18, The Equity Method of Accounting for
Investments in Common Stock, regarding the classification of income from equity
affiliates did not operate effectively and (3) the controls over the application
of APB No. 20, Accounting Changes, did not operate effectively. The
circumstances surrounding such deficiencies are described in the Company's 2004
Annual Report on Form 10KSB/A filed with the SEC on March 2, 2006.
The Committee discussed the subject matter of the reportable events
described above with Deloitte. Additionally, the Company authorized Deloitte to
respond fully to the inquiries by Tait concerning the reportable events.
The Company has not consulted with Tait during the fiscal year ended
December 31, 2005 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. Tait served as the
independent registered public accounting firm for the Company with respect to
each Quarterly Report on Form 10-QSB during the fiscal year ended December 31,
2004 and consulted with the Company regarding the application of accounting
principles to the Company's deregistration as an investment company under the
Investment Company Act of 1940 effective January 6, 2004. The Company has not
consulted with Tait regarding the type of audit opinion that might be rendered
on the Company's financial statements with respect to the Annual Report on Form
10-KSB for the fiscal year ended December 31, 2004.
The Company has provided Deloitte with a copy of this Form 8-K/A and has
requested that Deloitte 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 Deloitte to
the Commission dated July 18, 2006 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 July 12, 2006 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
16 Letter of Deloitte & Touche LLP to the Securities and
Exchange Commission, dated July 18, 2006.
99.1 Press release dated July 12, 2006.
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/THOMAS O'MALLEY
By: Thomas O'Malley
Chief Financial Officer
Date: July 18, 2006
Exhibit 16
Deloitte & Touche LLP
Certified Public Accountants
July 18, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Bexil Corporation's Form 8-K/A dated July 6,
2006, and have the following comments:
1. We agree with the statements made in the first sentence of the first
paragraph and in the second, third, fourth, and sixth paragraphs.
2. We have no basis on which to agree or disagree with the statements made in
the second, third and fourth sentences of the first paragraph and fifth
paragraph.
Sincerely,
/s/ Deloitte & Touche LLP
Exhibit 99.1
BEXIL ANNOUNCES CHANGE OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
New York (July 12, 2006)--Bexil Corporation (AMEX: BXL) announced today that,
effective July 6, 2006, its Board of Directors has dismissed Deloitte & Touche
LLP as the Company's independent registered public accounting firm and has
engaged Tait, Weller & Baker LLP as its new independent registered public
accounting firm.
"We are looking forward to our relationship with Tait, Weller," stated Thomas
O'Malley, the Company's Chief Financial Officer. "We believe that Tait, Weller's
industry experience and technical expertise will be a good fit with Bexil," he
continued. Mr. O'Malley did note that Deloitte's dismissal was not a result of
any disagreement between Deloitte and the Company, including in regard to the
Company's accounting principles and practices, financial statement disclosures
or audit procedures.
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.
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: Thomas O'Malley
tomalley@bexil.com
1-212-785-0400, ext. 267
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