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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): September 15, 1998
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AETNA INDUSTRIES, INC.
MS ACQUISITION CORP.
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(Exact name of registrant as specified in its charter)
38-2007550
Delaware 13-3379803
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
333-11801
333-11801--01
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(Commission File Number)
24331 Sherwood Avenue, P.O. Box 3067, Centerline, MI 48015
1, rue Thomas Edison, Quartier des Chenes
78056 St. Quentin en Yvelines, France
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(Address of principal executive offices) (Zip Code)
(810) 759-2200
Registrant's telephone number, including area code: (33-1) 39.41.20.00
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On April 14, 1998, Aetna Industries, Inc.'s ("Aetna") parent, MS
Acquisition Corp. ("MS") completed a combination with Society Financiere d'
Etude et de Developpment Industriel et Technologique S. A., a French society
anonyme ("Sofedit"). Arthur Andersen LLP are the independent accountants for
Sofedit.
On August 27, 1998 the Board of Directors of Aetna and MS recommended
and approved the dismissal of PricewaterhouseCoopers and the engagement of
Arthur Andersen LLP as the independent accountants for Aetna and MS.
(a) Information required by Item 304(a)(1) of Regulation S-K.
(i) PricewaterhouseCoopers LLP was dismissed as Aetna's and
MS's independent accountants effective as of the close of business on
September 15, 1998.
(ii) The reports of PricewaterhouseCoopers LLP on the
financial statements of Aetna and MS the past two years contain no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) The Board of Directors approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through September 15, 1998 there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference thereto in their report on
the financial statements for such years.
(v) During the two most recent fiscal years and through
September 15, 1998 there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)) .
(b) Information required by Item 304(a)(2) of Regulation S-K.
Aetna and MS engaged Arthur Andersen LLP as its new
independent accountants as of September 15, 1998. During the most
recent two fiscal years and through September 15, 1998, neither Aetna
nor MS had consulted with Arthur Andersen LLP regarding (i) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be
rendered on Aetna's or MS's financial statements, and either a written
report was provided to Aetna or MS or oral advice was provided that
the new accountant
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concluded was an important factor considered by Aetna or MS
reaching a decision as to the accounting, auditing or financial
reporting issue, or (ii) any matter that was either the subject of a
disagreement or a reportable event with Aetna's or MS's former auditor
(each as defined in Regulation S-K Item 304(a)(1)).
Aetna and MS have requested that PricewaterhouseCoopers LLP
provide it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements.
A copy of that letter dated September 17, 1998 is filed as Exhibit 16.1
to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Description of Exhibits
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16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated
September 17, 1998.
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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.
AETNA INDUSTRIES, INC.
(Registrant)
Dated: September 17, 1998 By: \s\ Harold A. Brown
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Harold A. Brown
Secretary; Vice President,
Finance
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MS ACQUISITION CORP.
(Registrant)
Dated: September 17, 1998 By: \s\ Harold A. Brown
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Harold A. Brown
Secretary; Vice-President
North America
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INDEX TO EXHIBITS
Exhibit
Number Description
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16.1 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated September 17, 1998.
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EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
September 17, 1998
Commissioners:
We have read the statements made by Aetna Industries, Inc. (Commission File No.
333-11801) and MS Acquisition Corp. (Commission File No. 333-11801-01) (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of Aetna's and MS's Form 8-K Current Report dated
September 15, 1998. We agree with the statements concerning our firm in such
Form 8-K.
Very truly yours,
\s\ PricewaterhouseCoopers LLP
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