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): March 31, 2006
Middlesex Water Company
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(Exact name of registrant as specified in its charter)
New Jersey 0-422 22-1114430
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1500 Ronson Road, Iselin, New Jersey 08830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 634-1500
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Not Applicable
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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
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 4.01 Changes in Registrant's Certifying Accountant.
Deloitte & Touche LLP (D&T) was previously the independent registered public
accounting firm for Middlesex Water Company (the Company). On March 31, 2006,
the Audit Committee of the Company's Board of Directors agreed to engage Beard
Miller Company LLP (BMC) as its independent registered public accounting firm to
replace D&T, effective for fiscal year 2006, including the Company's audit for
the year ending December 31, 2006. The change was made after the Audit Committee
reviewed proposals from three independent registered public accounting firms,
including D&T.
D&T's audit report on the Company's consolidated financial statements for each
of the past two fiscal years ended December 31, 2005 and December 31, 2004,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2005, did not contain any adverse opinions or disclaimers of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles; however, the opinion of D&T on the Company's Balance
Sheets as of December 31, 2004 and 2003 and Statements of Cash Flows for the
years ended December 31, 2004, 2003 and 2002, included in the Company's Form
10-K/A for the year ended December 31, 2004, included an emphasis paragraph
concerning the restatement of the Company's Balance Sheets as of December 31,
2004 and 2003 and Statements of Cash Flows for the years ended December 31,
2004, 2003 and 2002. The audit report of D&T on management's assessment of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2005 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified in
any way.
During the two most recent fiscal years ended December 31, 2005 and 2004, and
through March 31, 2006, there were no disagreements with D&T on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to D&T's satisfaction
would have caused them to make reference to the subject matter of the
disagreement in connection with the audit reports of the financial statements
for such years. During the two most recent fiscal years ended December 31, 2005
and 2004, and through March 31, 2006, there was one reportable event. In
November 2005, the Company informed D&T of an identified material weakness in
internal controls related to the recording and reporting of construction
advances and contributions for utility plant. The material weakness identified
is discussed in Item 9A of the Company's Form 10-K/A for the year ended December
31, 2004.
We have provided D&T with a copy of the foregoing disclosures and requested from
them a letter indicating whether they agree with these disclosures. A copy of
their letter dated April 5, 2006 is attached as Exhibit 16 hereto.
During the Company's two most recent fiscal years and through March 31, 2006,
the Company did not consult with BMC regarding either (1) 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 (2) any matter that was either the subject of disagreement or
reportable events.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Exhibit Title
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16 Letter of Deloitte & Touche LLP regarding change in certifying
accountant
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.
Middlesex Water Company
Date: April 5, 2006 By: /s/ A. Bruce O'Connor
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A. Bruce O'Connor
Vice President and Chief Financial Officer
Exhibit 16
April 5, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Middlesex Water Company's Form 8-K dated March 31,
2006, and have the following comments:
1. We agree with the statements made in the first sentence of the first
paragraph, the second paragraph, the third paragraph and the fourth
paragraph.
2. We have no basis on which to agree or disagree with the statements made in
the second sentence of the first paragraph or the fifth paragraph.
3. We have no basis on which to agree or disagree with the statement made in
the third sentence of the first paragraph, except that we agree that we
submitted a proposal to serve as Middlesex Water Company's independent
registered public accounting firm.
Yours truly,
/s/ Deloitte & Touche LLP
Parsippany, New Jersey