<PAGE> 1
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
December 21, 1998
(Date of Report - Date of earliest event reported)
Commission File Number: 333-04254
---------
BAR TECHNOLOGIES INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3753384
- ------------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5700 LOMBARDO CENTER DRIVE, SUITE 100
SEVEN HILLS, OHIO 44131 (216) 750-2100
- ---------------------------------------- ------------------------------
(Address of principal executive offices) (Registrant's telephone number)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant
--------------------------------------------
On December 21, 1998, Bar Technologies Inc. (the "registrant") appointed the
accounting firm of Deloitte & Touche LLP ("Deloitte") as independent accountants
to audit its 1998 financial statements and dismissed Arthur Andersen LLP
("Arthur Andersen"), its previous accountants. The registrant's Audit Committee
approved the selection of Deloitte as new independent accountants.
Arthur Andersen's reports on the financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years and interim periods subsequent to
January 3, 1998, there have been no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure as contemplated by Item 304 (a) (1) (iv) of
Regulation S-K, and there were no reportable events as defined in Item 304 (a)
(1) (v) of Regulation S-K.
Prior to their appointment as independent accountants, Deloitte was retained to
assist management of the registrant and Republic Engineered Steels, Inc.
("Republic"), a company affiliated by common ownership, with the preparation of
pro forma combined financial information. The pro forma combined financial
information is intended to be included in a planned private placement offering
memorandum for a debt refinancing in connection with the proposed business
combination of the registrant and Republic. These transactions have not been
completed to date.
The registrant has provided Arthur Andersen with a copy of this disclosure and
requested that Arthur Andersen furnish it with a letter addressed to the SEC
stating whether it agrees with the above statements. A copy of Arthur Andersen's
response to the SEC, dated December 23, 1998, is filed as Exhibit 16 to this
Form 8-K.
Deloitte has a historical relationship with Blackstone Capital Partners II
Merchant Banking Fund L.P. and its affiliates, principal owners of the
registrant and Republic.
Exhibit Index
- -------------
(16) Letter from Arthur Andersen LLP dated December 23, 1998.
<PAGE> 3
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.
BAR TECHNOLOGIES INC.
Date: December 28, 1998 By: /s/ Thomas N. Tyrrell
--------------------------
Thomas N. Tyrrell
President and Chief Executive Officer
Date: December 28, 1998 By: /s/ Brenda K. Brown
------------------------
Brenda K. Brown
Vice President of Finance and Controller
<PAGE> 1
Exhibit 16
ARTHUR ANDERSEN
-------------------------
Arthur Andersen LLP
-------------------------
2100 One PPG Place
Pittsburgh, PA 15222-5498
412 232 0600
December 23, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated December 28, 1998 of Bar
Technologies Inc. to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
cc: Ms. Brenda K. Brown
Vice President of Finance and Controller
Bar Technologies Inc.
