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 6, 2002
-------------------
HUB GROUP, INC.
---------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
--------
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-27754 36-4007085
------- ----------
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
377 E. BUTTERFIELD ROAD, SUITE 700, LOMBARD, IL 60148
-----------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(630) 271-3600
--------------
(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.
On May 6, 2002, Hub Group, Inc. ("Hub") decided to dismiss its independent
auditors, Arthur Andersen LLP ("Arthur Andersen"), and to engage Ernst & Young
LLP to serve as its new independent auditors for 2002. The change in auditors
will become effective May 13, 2002. This determination was made by Hub's Audit
Committee upon the recommendation of Hub's management.
Arthur Andersen's reports on Hub's consolidated financial statements for each of
the years ended December 31, 2001 and December 31, 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. Arthur Andersen was unable
to review the quarterly financial data from 2001 and 2000 in accordance with
standards established by the American Institute of Certified Public Accountants
because Hub did not restate its results on a quarterly basis.
During the years ended December 31, 2001 and 2000 and the interim period between
December 31, 2001 and the date of this Form 8-K, there were no disagreements
between Hub and 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 them to
make reference to the subject matter of the disagreement in connection with
their report on such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
Hub has provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated May 10,
2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date of this
Form 8-K, neither Hub nor anyone acting on its behalf consulted Ernst and Young
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 Hub's consolidated financials statements, or any other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) A list of exhibits filed herewith is contained on the Exhibit
Index which immediately precedes such exhibits and is
incorporated herein by reference.
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.
HUB GROUP, INC.
Dated: May 10, 2002 /S/ JAY E. PARKER
-----------------------
By: Jay E. Parker
Its: Vice President - Finance,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
16.1 Letter from Arthur Andersen LLP regarding
change in certifying accountant
Exhibit 16.1
[Arthur Andersen LLP Letterhead]
May 10, 2002 Office of the Chief Accountant Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir:
We have read the first, second, third and fourth paragraphs of Item 4 included
in the Form 8-K dated May 10, 2002 of Hub Group, Inc. to be 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
cc: Jay E. Parker
Chief Financial Officer, Hub Group, Inc.