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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
February 17, 2000
Date of report (Date of earliest event reported)
SCG Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware [ ] 36-3840979
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
SCG Holding Corporation
5005 E. McDowell Road
Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
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602-244-5226
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) PREVIOUS INDEPENDENT ACCOUNTANTS
(i) Prior to its recapitalization on August 4, 1999, the Registrant (SCG
Holding Corporation) was a wholly-owned subsidiary of Motorola, Inc.
that held substantially all of the assets and operations of Motorola's
Semiconductor Components Group. KPMG LLP, who serves as Motorola's
independent accountants, was engaged to audit the Registrant's combined
financial statements for periods prior to the recapitalization. On July
19, 1999, the Registrant informed KPMG LLP that they would not be
principal accountants for the period subsequent to the
recapitalization.
(ii) The reports of KPMG LLP on the Registrant's combined financial
statements for the period January 1, 1999 through August 3, 1999, as of
and for the year ended December 31, 1998 and for the year ended
December 31, 1997 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) In connection with its audits for the period ended August 3, 1999, as
of and for the year ended December 31, 1998 and for the year ended
December 31, 1997 and through the date of KPMG LLP's report, January 7,
2000, which was provided to the Registrant on February 17, 2000, there
have been no disagreements with KPMG 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 KPMG LLP would have caused them to make reference
thereto in their report on the combined financial statements for such
periods.
(iv) During the period from January 1, 1997 through February 17, 2000, there
have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Registrant has requested that KPMG 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 February 24, 2000, is filed as
Exhibit 16 to this Form 8-K.
(b) NEW INDEPENDENT ACCOUNTANTS
(i) The Registrant engaged PricewaterhouseCoopers LLP to serve as its
independent accountants effective as of the date of its
recapitalization on August 4, 1999. Prior to its recapitalization, the
Registrant did not did not consult 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
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and the related instructions, or a reportable event, as defined in Item
304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
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Exhibit Number Description
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16 Letter from KPMG LLP addressed to the
Securities and Exchange Commission, dated
February 24, 2000, regarding KPMG LLP's
agreement with Registrant's statements about
KPMG LLP under Item 4(a) of this Form 8-K
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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.
SCG HOLDING CORPORATION
(Registrant)
Date: February 24, 2000
By: /s/ Dario Sacomani
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Dario Sacomani
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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16 Letter from KPMG LLP addressed to the
Securities and Exchange Commission, dated
February 24, 2000, regarding KPMG LLP's
agreement with Registrant's statements about
KPMG LLP under Item 4(a) of this Form 8-K
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KPMG LOGO
Exhibit 16
Securities and Exchange Commission
Washington, D.C. 20549
February 24, 2000
Ladies and Gentlemen:
We were previously principal accountants for the Semiconductor Components Group
of Motorola, Inc. and, under the date of January 7, 2000, we reported on the
combined financial statements of the Semiconductor Components Group of
Motorola, Inc. as of and for the year ended December 31, 1998, for the year
ended December 31, 1997 and for the period from January 1, 1999 through August
3, 1999, which report was provided to SCG Holding Corporation on February 17,
2000. Prior to its recapitalization on August 4, 1999, SCG Holding Corporation
was a subsidiary of the Semiconductor Components Group of Motorola Inc. On July
19, 1999, we were informed that we would not be appointed principal accountants
for SCG Holding Corporation for the period subsequent to the recapitalization.
We have read SCG Holding Corporation's statements included under Item 4A of its
Form 8-K dated February 24, 2000, and we agree with such statements.
Very truly yours,
KPMG LLP
