<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 1, 1999
Commission file number 333-46607
WERNER HOLDING CO. (DE), INC.
(Exact name of Registrant as specified in its charter)
Delaware 25-1581345
- ---------------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1105 North Market Street, Suite 1300
Wilmington, Delaware 19899
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (zip code)
(302) 478-5732
- ----------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants.
(i) On September 1, 1999, upon consultation with the Audit Committee of
the Board of Directors, Werner Holding Co. (PA), Inc., the Registrant's parent
company (the "Company"), replaced Ernst & Young LLP ("E&Y") as its independent
accountants.
(ii) The reports of E&Y on the financial statements of the Registrant
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.
(iii) The Board of Directors of the Company participated in and
approved the decision to change the independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through September 1, 1999, there have been no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y would have caused them to make reference thereto in their
report on the financial statements for such years.
(v) The Company requested that E&Y furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated September 1, 1999, is filed
as an Exhibit to this Form 8-K.
(b) New Independent Accountants.
(i) The Company simultaneously engaged PricewaterhouseCoopers LLP
("PWC") as its new independent accountants for the current fiscal year.
(ii) Other than as described above, the Company has not consulted with
PWC on (A) applications of accounting principles to a specified transaction,
either completed or proposed, (B) the type of auditing opinion that might be
rendered on the Company's financial statements, and neither a written report was
provided to the Company nor oral advice was provided that PWC concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or (C) any matter that was
either the subject of a disagreement or a reportable event as such terms are
defined in Regulation S-K Item 304(a)(1)(iv) and (v).
2
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
1. Letter from Ernst & Young LLP regarding change in independent accountant.
3
<PAGE> 4
SIGNATURE
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.
WERNER HOLDING CO. (DE), INC.
Date: September 7, 1999 By: /s/ R.P. Tamburrino
--------------------------------
R.P. Tamburrino
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
4
<PAGE> 1
Exhibit 1.
September 7, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 7, 1999, of Werner Holding Co.
(DE), Inc. and are in agreement with the statements contained in paragraphs
a.(i), a.(ii), a.(iv) and a.(v) on page two therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
/s/Ernst & Young LLP
