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): May 22, 2002
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
(Exact name of Registrant as specified in its charter)
| N/A (State or other Jurisdiction of Incorporation) |
0-5813 (Commission File No.) |
38-0837640 (IRS Employer Identification No.) |
| 855 East Main Street, Holland, Michigan (Address of Principal Executive Offices) |
49464 (Zip Code) |
616-654-3000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if changed Since Last Report)
Item 4. Changes in Registrant’s Certifying Accountant
The Herman Miller, Inc. Profit Sharing and 401(k) Plan (the "Plan") elected to dismiss its independent auditors, Arthur Andersen LLP ("Arthur Andersen"), and to engage the services of Ernst & Young LLP as its new independent auditors. The change in auditors was approved by Herman Miller, Inc. (the "Company" and the issuer of the securities held pursuant to the Plan and the administrator of the Plan); the change is effective as of May 22, 2002. As a result, Ernst & Young LLP will audit the financial statements of the Plan for the fiscal year ending June 1, 2002.
Arthur Andersen's reports on Plan's financial statements for the Plan years ended June 2, 2001, and June 3, 2000, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the last two Plan years and through the date of this Form 8-K, (1) there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter of the disagreement(s) in connection with a report on the Plan's financial statements; and (2) there were no reportable events as described in Item 304(a)(1)(v) ("Reportable Events") of the Securities and Exchange Commission's (the "Commission") Regulation S-K.
The Plan has provided a copy of the foregoing statements to Arthur Andersen. Attached as Exhibit 16 is Arthur Andersen's letter to the Commission, dated May 23, 2002, stating its agreement with these statements.
During the last two Plan years ended June 2, 2001, and June 3, 2000, through the date of this Form 8-K, neither the Plan nor anyone acting on its behalf consulted with Ernst & Young LLP regarding (i) either the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Plan's financial statements, or (ii) any matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits
| (c) | Exhibits |
||
| 16 | Letter from Arthur Andersen regarding change in certifying accountant. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Herman Miller, Inc., as Plan administrator, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Herman Miller, Inc. Profit Sharing and 401(k) Plan |
|
| Dated: May 23, 2002 |
By: /s/ James E. Christenson
James E. Christenson, Executive Vice President, Legal Services, and Secretary of Herman Miller, Inc., the Plan Administrator |
EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 16 | Letter from Arthur Andersen LLP regarding change in certifying accountant. |
EXHIBIT 16
May 23, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first three paragraphs of Item 4 in the Form 8-K dated May 22, 2002 of Herman Miller, Inc. filed with the Securities and Exchange Commission, and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
| Copy to: |
James E. Christenson Executive Vice President, Legal Services Herman Miller, Inc. |