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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 6, 1999
BUILDING MATERIALS HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-19335 91-1834269
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification Number)
ONE MARKET PLAZA
STEUART TOWER #2650
SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 227-1650
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Item 4. Changes in Registrant's Certifying Accountant
(a)(1) Previous independent accountants
(i) On May 6, 1999 Building Materials Holding Corporation,
Registrant, advised Arthur Andersen LLP, as its independent
accountants, that they would be dismissed, effective May 14,
1999 .
(ii) The reports of Arthur Andersen LLP 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 principle.
(iii) The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change independent
accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through May 14, 1999, there have been no disagreements
with Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosures, or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused them to
make reference thereto in their report on the financial
statements for such years.
(v) During the two most recent fiscal years and through May 14,
1999, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(a)(2) New independent accountants
(i) The Registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants as of May 14, 1999. During the two most
recent fiscal years and through May 14, 1999, the Registrant has
not consulted with PricewaterhouseCoopers LLP regarding either
(i) the application of accounting principles to a specified
transaction either, completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial
statements, and either a written report was provided to the
Registrant or oral advice was provided that
PricewaterhouseCoopers LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v)
of Regulation S-K.
(a)(3) The Registrant has requested that Arthur Andersen LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated May 13, 1999, is filed
as Exhibit 16 to this Form 8-K.
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ITEM 7(c). EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
16.1 Letter of response to SEC from
Arthur Andersen LLP dated
May 13, 1999.
</TABLE>
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.
Dated as of May 13, 1999.
BUILDING MATERIALS HOLDING CORPORATION
By: /s/ Ellis C. Goebel
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Ellis C. Goebel
Senior Vice President-Finance and Treasurer
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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<S> <C> <C>
16.1 Letter of respone to SEC 5
from Arthur Andersen LLP
dated May 13, 1999.
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May 13, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We have read paragraphs (a)(1)(i) through (a)(1)(v) and (a)(3) of Item 4
included in the Form 8-K dated May 13, 1999 of Building Materials Holding
Corporation filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to:
Mr. Ellis C. Goebel, Senior Vice President - Finance and Treasurer, Building
Materials Holding Corporation
