SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 14, 1997
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Core Materials Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 1-12505 31-1481870
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
800 Manor Park Drive, Columbus, Ohio 43228
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 870-5007
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Item 4. Changes in Registrant's Certifying Accountant.
Prior to the Merger and Acquisition described in Item 2, Ernst
& Young LLP were the independent auditors of RYMAC and Deloitte &
Touche LLP were the independent auditors of the Columbus Plastics
Operation of Navistar and of Core Materials Corporation, which was
organized on October 8, 1996, and, prior to December 31, 1996, was
an immaterial wholly-owned subsidiary of RYMAC.
On December 31, 1996, the Company's Board of Directors elected
to dismiss Ernst & Young LLP as the independent auditors of RYMAC
and retained Deloitte & Touche LLP as the Company's independent
auditor as Deloitte & Touche LLP was the auditor of the Columbus
Plastics Operation, the accounting acquiror.
For the years ended December 31, 1994 and 1995, the audit
reports of Ernst & Young LLP on the consolidated financial
statements of RYMAC as of and for the years ended December 31, 1995
and 1994, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. For these same two fiscal
years and through the date of their dismissal (December 31, 1996),
there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement
disclosures, auditing scope, or procedure, which, if not resolved
to the satisfaction of Ernst & Young LLP, would have caused them to
make reference to the subject matter of any disagreements in
connection with their reports on the financial statements of RYMAC.
A letter from Ernst & Young LLP accompanies this filing as Exhibit
16.2.
EXHIBIT 16.2 - LETTER OF ERNST & YOUNG LLP
January 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated January 27, 1997, of Core
Materials Corporation, formerly RYMAC Mortgage Investment
Corporation, and are in agreement with the statements contained in
paragraph 3 on page 3 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
ERNST & YOUNG LLP
New York, New York
