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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) August 25, 2003 (August 18, 2003)
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NN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23486 62-1096725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Waters Edge Drive, Johnson City, Tennessee 37604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (423) 743-9151
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Not applicable
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(Former name or former address, if changed since last report)
Item 4. Changes in the Registrant's Certifying Accountant.
On August 18, 2003, NN, Inc. (the "Company") dismissed KPMG LLP
("KPMG") as the Company's independent auditors, following approval by the Audit
Committee of the Company's Board of Directors.
KPMG's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2002 and 2001 did not contain an adverse
opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2002 and 2001 and through August
18, 2003, there were no disagreements with KPMG on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to KPMG's satisfaction would have
caused them to make reference to the subject matter of the disagreement in
connection with their opinion. The Company believes that there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. However,
during the second quarter of 2001, the Company determined that an interest rate
swap entered into by its Italian subsidiary was not recorded or disclosed in its
March 31, 2001 10-Q. The Company addressed this by filing an amended 10-Q that
disclosed this transaction. The adjustment to the financial statements resulted
in the recording of an expense of approximately $98,000, net of income tax and
minority interest. In addition, the Company has strengthened the internal
contract review process to ensure material arrangements entered into throughout
the organization are communicated to the appropriate corporate financial
manager. On February 27, 2002, the Company received a letter from KPMG dated
July 25, 2001, stating that the matter constituted a material weakness and
recommending the Company implement procedures to insure all contracts entered
into by the Company and its subsidiaries be considered by corporate management
for financial implications.
The Company provided KPMG with a copy of the foregoing disclosures.
SIGNATURE
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: August 25, 2003
NN, INC.
By: /s/ William C. Kelly, Jr.
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William C. Kelly, Jr.,
Secretary, Treasurer and Chief
Administrative Officer