METALLURG HOLDINGS INC
8-K, 1998-11-25
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>

                                    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): November 18, 1998



                                 METALLURG HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)



    Delaware                                                  23-29675771
(State or Other                                              (IRS Employer
Jurisdiction of                                         Identification Number)
Incorporation)



                           800 The Safeguard Building
                              435 Devon Park Drive
                            Wayne, Pennsylvania 19087
               (Address of Principal Executive Offices)(Zip Code)



               Registrant's telephone number, including area code:
                                  (610) 293-0838



<PAGE>


ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         (a), (b) On November 18, 1998, Metallurg Holdings, Inc. replaced its 
independent public accountants, Arthur Andersen LLP, with 
PricewaterhouseCoopers LLP. Arthur Andersen LLP did not resign as Metallurg 
Holdings, Inc.'s independent public accountants. The decision to change 
accountants was recommended and approved by the board of directors of 
Metallurg Holdings, Inc. based upon an interview process in order to select 
one accounting firm to represent both Metallurg Holdings, Inc. and its wholly 
owned subsidiary, Metallurg, Inc. Arthur Andersen LLP's reports on Metallurg 
Holdings, Inc.'s financial statements since its inception in July 1998 did not 
contain an adverse opinion or a disclaimer of opinion and such reports were not 
qualified or modified as to uncertainty, audit scope, or accounting 
principles. During all periods preceding the date of the change in 
accountants, there were no disagreements between Metallurg Holdings, Inc. and 
Arthur Andersen LLP 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 Arthur Andersen LLP, 
would have caused it to make reference to the subject matter of the 
disagreements in connection with its report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)       Exhibits.

         (16)      Letter re change in certifying accountant.


                                   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.


                                            METALLURG HOLDINGS, INC.


Date:  November 25, 1998                    By:  /s/ Diana Wechsler Kerekes
                                                ------------------------------
                                            Name: Diana Wechsler Kerekes
                                            Title: Secretary



                                       2

<PAGE>

                      [Letterhead of Arthur Andersen]



                                                     ---------------------------
                                                     Arthur Andersen LLP

                                                     ---------------------------
                                                     1345 Avenue of the Americas
                                                     New York NY 10105-0032


November 24, 1998


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549




Dear Sir/Madam:

We have read Item 4 included in Form 8-K dated November 18, 1998 of Metallurg 
Holdings, Inc. to be filed with the Securities and Exchange Commission and 
are in agreement with the statements contained therein.



Very truly yours,


/s/ Arthur Andersen, LLP
Arthur Andersen LLP



Copy to:
Mr. Arthur R. Spector, Metallurg Holdings, Inc.





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