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
Date of Report (Date of earliest event reported): May 15, 2000
ROHN Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware File No. 1-8009 36-3060977
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
6718 West Plank Road, Peoria, Illinois 61604
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (309) 697-4400
<PAGE>
Item 4. CHANGE IN REGISTRANTS' CERTIFYING ACCOUNTANT
Regulation S-K Item 304:
(a)(1)(i): On May 15, 2000, ROHN Industries, Inc. (the "Company") informed
Arthur Andersen LLP ("Arthur Andersen") that the Company had determined to
engage PricewaterhouseCoopers LLP and replaced Arthur Andersen as the
Company's independent auditors.
(a)(1)(ii): The reports of Arthur Andersen on the financial statements of
the Company for the fiscal years ended December 31, 1999 and December 31,
1998 did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
(a)(1)(iii): The decision to change independent auditors was approved by
the Company's Board of Directors upon recommendation by the Audit Committee
of the Board of Directors.
(a)(1)(iv): During the time that the audits of the Company's financial
statements for each of the two fiscal years in the period ended December
31, 1999 were conducted, there were no disagreements with Arthur Andersen
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Arthur Andersen would have caused it to make reference to
the matter in their report.
(a)(1)(v): None.
(a)(2): On May 16, 2000, ROHN Industries, Inc. engaged
PricewaterhouseCoopers LLP to serve as its independent auditors for the
2000 fiscal year.
(a)(3): The Company provided Arthur Andersen a copy of this report and
requested that it furnish the Company with a letter addressed to the
Securities and Exchange Commission (the "Commission") stating whether it
agrees with the statements made by the Company in this report. A copy of
Arthur Andersen's letter to the Commission is attached as Exhibit 16 to
this report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit 16 Letter from Arthur Andersen regarding change
in certifying accountant
<PAGE>
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.
ROHN INDUSTRIES, INC.
Dated: May 18, 2000 By: /s/ Brian B. Pemberton
----------------------
Brian B. Pemberton
President and
Chief Executive Officer
EXHIBIT 16
[Arthur Andersen LLP Letterhead]
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first five paragraphs of Item 4 included in the Form 8-K
dated May 15, 2000 of ROHN Industries, 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
KDW
Copy to:
Mr. Brian Pemberton, Chief Executive Officer
ROHN Industries, Inc.
