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 20, 2003
0-13063
(Commission File Number)
------------------------------
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0422894
(State of Incorporation) (IRS Employer
Identification Number)
750 Lexington Avenue, New York, New York 10022
(Address of registrant's principal executive office)
(212) 754-2233
(Registrant's telephone number)
------------------------------
Item 4. Changes in Registrant's Certifying Accountant.
On May 20, 2003, Scientific Games Corporation (the "Company") engaged
Deloitte & Touche LLP to serve as its new independent certified public
accountant and dismissed KPMG LLP ("KPMG"). KPMG had served as the independent
certified public accountant for the Company since fiscal 1984. The decision to
change accountants was made by the Company's Audit Committee, was approved by
the Board of Directors, and is effective immediately.
KPMG's reports on the Company's financial statements for each of the
fiscal years ended December 31, 2002 and 2001 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that KPMG's audit report included
in the Company's Form 10-K filed on March 24, 2003 contained a separate
paragraph stating that the Company had adopted the provisions of Statement of
Financial Standards No. 142, "Goodwill and Other Intangible Assets", effective
January 1, 2002.
During the fiscal years ended December 31, 2002 and 2001 and the interim
period between December 31, 2002 and May 20, 2003, there were no
disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to KPMG's satisfaction, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports for such years, nor did any of the reportable
events, as defined in Item 304(a)(1)(v) of Regulation S-K, occur during either
of such fiscal years or during such interim period.
The Company has requested that KPMG provide it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
foregoing statements, and, if not, the respects in which it does not agree. Such
letter, when received, will be filed by amendment to this Form 8-K.
During the years ended December 31, 2002 and 2001 and the interim period
between December 31, 2002 and May 20, 2003, neither the Company nor
anyone acting on its behalf consulted Deloitte & Touche LLP with respect to 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, or any other matters or reportable events
listed in Item 304(a)(2)(i) or (ii) of Regulation S-K.
2
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, thereunto duly authorized.
SCIENTIFIC GAMES CORPORATION
By: /s/ DeWayne E. Laird
-----------------------------------------
Name: DeWayne E. Laird
Title: Vice President and Chief Financial
Officer
Date: May 23, 2003
3