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): August 25, 1998
INLAND STEEL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-2438 36-1262880
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
30 West Monroe Street
Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 346-0300
Not Applicable
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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) On July 16, 1998, Inland Steel Company (the "Registrant"),
formerly a wholly owned subsidiary of Inland Steel Industries, Inc., merged
(the "Merger") with Inland Merger Sub, Inc., a subsidiary of Ispat
International N.V. ("Ispat"). The Registrant was the surviving company in
the Merger. As a result of the Merger, the Registrant became an indirect
wholly owned subsidiary of Ispat. The Registrant has previously announced
the Merger.
In connection with the Merger, Inland Steel Company decided on
August 25, 1998 to replace its current accountants, PricewaterhouseCoopers
LLP, with Deloitte & Touche LLP, currently the accountants for Ispat and
its subsidiaries.
PricewaterhouseCoopers LLP's report on the financial statements of
the Registrant for the past two years did not contain any adverse opinion
or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
The decision to replace PricewaterhouseCoopers LLP with Deloitte &
Touche LLP was approved by the Registrant's Board of Directors.
During the Registrant's two most recent fiscal years and the
subsequent interim period preceding the change in accountants, there were
no disagreements with PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP, would have caused them to make
reference to the subject matter of the disagreements in connection with its
report.
During the Registrant's two most recent fiscal years and the
subsequent interim period preceding the change in accountants,
PricewaterhouseCoopers LLP did not advise the Registrant (i) that the
internal controls necessary for the Registrant to develop reliable
financial statements do not exist, (ii) that information has come to their
attention that has led them to no longer be able to rely on management's
representations or that has made them unwilling to be associated with the
financial statements prepared by management, (iii)(1) of the need to expand
significantly the scope of their audit or that information has come to
their attention that if further investigated may (a) materially impact the
fairness or reliability of either a previously issued audit report or the
underlying financial statements, or the financial statements issued or to
be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including
information that may prevent them from rendering an unqualified audit
report on those financial statements) or (b) cause them to be unwilling to
rely on management's representations or be associated with the Registrant's
financial statements, and (2) due to their dismissal, or for any other
reason, they did not so expand the scope of their audit or conduct such
further investigation, or (iv) (1) that information has come to their
attention that they concluded materially impacts the fairness or
reliability of either a previously issued audit report or the underlying
financial statements or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information
that, unless resolved to their
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satisfaction, would prevent them from rendering an unqualified audit report
on those financial statements), and (2) due to their dismissal, or for any
other reason, the issue has not been resolved to their satisfaction prior
to their dismissal.
The Registrant has provided PricewaterhouseCoopers LLP with a copy
of the disclosure it is making in this Item 4. PricewaterhouseCoopers LLP
has furnished the Registrant with a letter addressed to the Securities and
Exchange Commission stating that it agrees with the statements made by the
Registrant in this Item 4. The Registrant has filed a copy of
PricewaterhouseCoopers LLP's letter as Exhibit 16.1 to this Report.
(b) During the Registrant's two most recent fiscal years, and any
subsequent interim period prior to the engagement of Deloitte & Touche LLP,
neither the Registrant nor anyone on its behalf consulted Deloitte & Touche
LLP on any issue, except that Deloitte & Touche LLP is currently employed
by the Registrant in preparing an appraisal of the Registrant's assets for
purposes of purchase accounting in connection with the Merger. No written
report or oral advice has yet been provided with respect to this matter.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The exhibits required to be filed by Item 601 of Regulation
S-K are listed in the "Exhibit Index," which is attached hereto and
incorporated by reference herein.
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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.
Dated: August 25, 1998 INLAND STEEL COMPANY
By: /s/ Michael G. Rippey
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Michael G. Rippey
Vice President - Finance and
Controller
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter dated August 25, 1998 from PricewaterhouseCoopers LLP.
August 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Inland Steel Company
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Ladies and Gentlemen:
We have read Item 4 of Inland Steel Company's Form 8-K dated
August 25, 1998 and are in agreement with the statements contained in
paragraph 4(a) therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
