Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 19, 2009
General
Finance Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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39
East Union Street
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Pasadena,
California
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91103
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(626) 584-9722
(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 (See General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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EXPLANATORY
NOTES
Certain
References
General Finance Corporation (the
"Company") hereby amends its Current Report on Form 8-K (originally filed on
January 19, 2009, Accession No. 0001144204-09-002454) to comply with the
disclosure requirements of Item 4.01 and to include as Exhibit 16.1, an updated
letter from Grobstein, Horwath & Company LLP, stating that it agrees with
the statements made herein.
References
in this Report to “we,” “us,” “our” or the “Company” refer to General Finance
Corporation, a Delaware corporation (the “Company”), and its direct and indirect
subsidiaries, including GFN North America Corp., a Delaware corporation (“GFNA”)
and its subsidiary Pac-Van, Inc., an Indiana corporation ("Pac-Van"), and GFN
U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”), its
subsidiary GFN Australasia Holdings Pty Limited, an Australian corporation (“GFN
Holdings”), its subsidiary GFN Australasia Finance Pty Limited, an Australian
corporation (“GFN Finance”), and its subsidiary RWA Holdings Pty Limited, an
Australian corporation (“RWA”). RWA and its subsidiaries are collectively
referred to in this Report as “Royal Wolf.”
TABLE OF
CONTENTS
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Page
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Changes in Registrant’s Certifying
Accountant
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1
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—
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i
ITEM
4.01 CHANGES REGISTRANT’S CERTIFYING ACCOUNTANT
On
January 19, 2009, the Audit Committee of the Board of Directors of the Company
approved the engagement of Crowe Horwath LLP (“Crowe”) as the Company’s new
independent registered public accounting firm. The Company engaged Crowe as the
Company's new independent registered public accounting firm on January 19, 2009.
The approval was pursuant to the personnel of Grobstein Horwath & Company
LLP (“GHC”) joining Crowe and subsequently notifying the Company that the GHC
legal entity will no longer serve as its independent registered public
accounting firm. GHC resigned as the Company's independent registered public
accounting firm on January 19, 2009.
The audit
reports of GHC on the financial statements of the Company as of and for the
fiscal years ended June 30, 2007 and June 30, 2008 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
During
the Company’s most two recent fiscal years ended June 30, 2007 and June 30, 2008
and through January 28, 2009, the Company did not consult with Crowe on (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that may be rendered on the
Company’s financial statements, and Crowe did not provide either a written
report or oral advice to the Company that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) the subject of any disagreement, as defined in Item 304
(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
In
connection with the audits of the Company’s financial statements for the fiscal
years ended June 30, 2007 and June 30, 2008 and through the date of this Current
Report, there were: (i) no disagreements between the Company and GHC on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of GHC, would have caused GHC to make reference to the subject
matter of the disagreement in their reports on the Company’s financial
statements for such fiscal years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided GHC a copy of the disclosures in this Form 8-K and has
requested that GHC furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not GHC agrees with the Company’s
statements in this Item 4.01(a). A copy of the letter dated January 28, 2009,
furnished by GHC in response to that request is filed as Exhibit 16.1 to this
Form 8-K.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
16.1
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Letter
from Grobstein Horwath & Company LLP dated January 28,
2009
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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.
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GENERAL
FINANCE CORPORATION
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Dated:
January 28, 2009
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By:
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/s/
Christopher A. Wilson
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General
Counsel, Vice President & Secretary
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EXHIBIT
INDEX
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Exhibit
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Number
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Exhibit
Description
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16.1
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Letter
from Grobstein Horwath & Company LLP dated January 28,
2009
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