UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 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
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. Ernst & Young LLP served as our
certifying accountant for the fiscal year ended March 31, 2004 and the
subsequent interim period. Ernst & Young LLP's report on our financial
statements for the fiscal year ended March 31, 2004 did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the fiscal year ended March 31, 2004 and the subsequent interim period
through August 26, 2004, there were no disagreements between us and Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Ernst & Young LLP's satisfaction, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report, and there were no reportable events as specified in Item 304(a)(1)(v) of
Regulation S-K. Ernst & Young LLP has informed us that it is resigning from our
account because it does not meet certain size and growth potential thresholds.
Ernst & Young LLP has not timely provided us with a letter addressed to the
Securities and Exchange Commission confirming or denying the statements made
herein.
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 1, 2004
CAPITAL SOUTHWEST CORPORATION
By: /s/ William R. Thomas
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William R. Thomas
President and Chairman of the Board