10-K/A 1 sdc964.htm 10-K AMENDMENT 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-23539

Ladish Co., Inc.
(Exact name of registrant as specified in its charter)

Wisconsin

31-1145953
(State of Incorporation) (I.R.S. Employer Identification No.)

5481 South Packard Avenue, Cudahy, Wisconsin

53110
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code  (414) 747-2611

Securities registered pursuant to Section 12(b) of the Act:
None


Title of each class

Name of each exchange on which registered
Common stock, $0.01 par value Nasdaq


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes     X         No          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).      Yes     X         No          

The aggregate market value of voting stock held by non-affiliates of the Registrant was $79,494,938 as of June 30, 2004.

As of March 11, 2005, there were 13,689,392 shares of Common Stock issued and outstanding.




EXPLANATORY NOTE

We are filing this Amendment No. 1 on form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission on March 15, 2005 (the “Original Form 10-K”), to correct an error in language contained in the “Report of the Independent Registered Public Accounting Firm” on the consolidated financial statements. Specifically, the fourth paragraph has been revised to include the language “an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting” and to delete the language “an unqualified opinion on management’s assessment or on the effectiveness of Ladish Co., Inc.’s internal control over financial reporting.”

Except for the amendment described above, this Form 10/K-A does not modify or update our previously reported disclosures in the Original Form 10-K. Because this amendment only corrects a textual error, the dates of all reports and certifications remain as originally filed.













Report of Independent Registered Public Accounting Firm




To the Stockholders of Ladish Co., Inc.:

We have audited the accompanying consolidated balance sheets of Ladish Co., Inc., a Wisconsin corporation, and subsidiaries as of December 31, 2003 and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ladish Co., Inc. and subsidiaries as of December 31, 2003 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Ladish Co., Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2005 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.


/s/ KPMG LLP

Milwaukee, Wisconsin
March 14, 2005











F-2



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  March 23, 2005

LADISH CO., INC.


By:    /s/  Wayne E. Larsen
Wayne E. Larsen
Vice President Law/Finance & Secretary



Signature
Title
Date

/s/  Kerry L. Woody


President and Chief Executive Officer

March 23, 2005
Kerry L. Woody (Principal Executive Officer), Director

/s/  Wayne E. Larsen


Vice President Law/Finance &
Secretary (Principal Financial and

March 23, 2005
Wayne E. Larsen Accounting Officer)
 
Director
Lawrence W. Bianchi
 
Director
James C. Hill

/s/  Leon A. Kranz

Director March 23, 2005
Leon A. Kranz

/s/  J. Robert Peart

Director March 23, 2005
J. Robert Peart

/s/  John W. Splude

Director March 23, 2005
John W. Splude
 
Director
Bradford T. Whitmore