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): February 14, 2000
ENGELHARD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8142 22-1586002
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 Wood Avenue
Iselin, New Jersey 08830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 205-5000
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None
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On February 14, 2000, the Registrant determined that
PricewaterhouseCoopers LLP ("PWC") should be dismissed as its independent
accountants as soon as a new accounting firm was engaged.
(ii) The report of PWC on the Registrant's financial statements for the
fiscal year ended December 31, 1998 contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principle. No report has been issued with respect to the Registrant's
financial statements for the fiscal year ended December 31, 1999.
(iii) The decision to dismiss PWC as soon as the Registrant engaged a new
certifying accountant was approved by the Audit Committee and the Board of
Directors of the Registrant on February 14, 2000.
(iv) During the Registrant's fiscal years ended December 31, 1998 and
December 31, 1999, and during the subsequent period ended February 22, 2000,
there were no disagreements with PWC on matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of PWC, would have caused PWC to make
reference to the matter in their report.
(v) During the Registrant's fiscal years ended December 31, 1998 and 1999,
and during the subsequent period ended February 22, 2000, there have been no
reportable events (as defined in Regulation S-K Item 304(a)(1)(v)) except for
the following:
The Registrant's Chief Financial Officer (the "CFO"), who retired from the
Registrant on February 18, 2000, was formerly a partner in the firm of Coopers &
Lybrand, LLP ("Coopers") and served in a number of senior positions within
Coopers, including as a member of its Executive Committee. The CFO retired from
Coopers on April 30, 1997, prior to Coopers' merger with Price Waterhouse, LLP,
and, as a result of his service at Coopers, was entitled to certain retirement
benefits from PWC. The CFO joined the Registrant as its chief financial officer
on May 1, 1997.
On February 3, 2000 , PWC advised the Audit Committee of the Registrant
that issues existed which PWC believed affected PWC's independence. The issues
related to the structure of the CFO's retirement benefits from PWC and a
disagreement between PWC and the CFO relating to whether the CFO was entitled to
certain additional retirement
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payments pursuant to a 1998 program of PWC to benefit certain Coopers' partners
who had retired prior to the merger of Coopers and Price Waterhouse, LLP.
On February 9, 2000, PWC advised the Registrant that, as a result of
discussions between the CFO and representatives of PWC regarding the CFO's
entitlement to the additional retirement benefits, PWC believed that, in
addition to the issues concerning the independence of PWC, information had come
to its attention which had led PWC to no longer be able to rely on the
representations of the CFO.
On February 14, 2000, the Audit Committee and the Board of Directors of the
Registrant determined that, in order to address any potential independence or
other concerns resulting from or arising out of the structure and amount of the
CFO's retirement benefits from PWC and related communications between PWC and
the CFO, and to avoid the delay and uncertainty which PWC advised would be
involved in seeking to resolve the issues in order to enable PWC to continue as
the Registrant's independent auditors, PWC should be dismissed as the
Registrant's certifying accountant as soon as a new accounting firm was engaged
to audit the Registrant's financial statements for the fiscal year ended
December 31, 1999. The Registrant has authorized PWC to respond fully to the new
accountant regarding any matters relating to PWC's audit of the Registrant's
financial statements, the disagreement and communications with the CFO, or any
other matter.
(vi) The Registrant has requested that PWC furnish it with a letter
addressed to the Securities and Exchange Commission (the "SEC") stating whether
or not it agrees with the above statements. Such letter is filed as Exhibit 16.1
hereto.
(b) New independent accountants
The Registrant engaged Arthur Andersen LLP ("AA") as its new independent
accountants on February 22, 2000. During the two most recent fiscal years and
the subsequent interim period preceding the engagement of AA, neither the
Registrant nor anyone on its behalf has consulted AA regarding: (i) the
application of accounting principles to a specific completed or proposed
transaction, or the type of audit opinion that might be rendered on the
Registrant's financial statements, which consultation resulted in the providing
of a written report or oral advice concerning the same to the Registrant that AA
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 defined in Rule
304(a)(1)(iv) of Regulation S-K promulgated under the Securities Act of 1933, as
amended) or a reportable event (as defined in Rule 304(a)(1)(v) of Regulation
S-K).
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Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed herewith and incorporated
herein by reference:
16.1 Letter dated February 22, 2000 from PricewaterhouseCoopers LLP, the
Registrant's former independent accountants, to the SEC.
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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.
ENGELHARD CORPORATION
Date: February 22, 2000 By: /s/ Arthur A. Dornbusch, II
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Name: Arthur A. Dornbusch, II
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
16.1 Letter dated February 22, 2000 from PricewaterhouseCoopers LLP, the
Registrant's former independent accountants, to the SEC.
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Exhibit 16.1
[Letterhead of PricewaterhouseCoopers LLP]
February 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Engelhard Corporation (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated February 22, 2000. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
