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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 7, 2000
CALGON CARBON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-15903 25-0530110
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
P. O. Box 717, Pittsburgh, PA 15230-0717 15230-0717
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 787-6700
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AMENDMENT NUMBER 1
The undersigned registrant hereby amends the following item of its Current
Report dated April 7, 2000 on Form 8-K as set forth in the pages attached
hereto:
Amended Item 4
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
undersigned thereto duly authorized.
CALGON CARBON CORPORATION
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(REGISTRANT)
Date: May 17, 2000
By /s/ James A. Cederna
_________________________
James A. Cederna
President and
Chief Executive Officer
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Amendments to current report on Form 8-K dated April 7, 2000 are highlighted by
underscore.
Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous Independent Accountants
On April 7, 2000, the Board of Directors of Calgon Carbon Corporation
(the Corporation), upon recommendation of the Audit Committee, approved the
dismissal of the Corporation's independent accountants, PricewaterhouseCoopers
LLP (PWC) to be effective immediately.
The audit reports of PWC on the Corporation's financial statements as
of December 31, 1999 and 1998 and for the years then ended 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.
In connection with the audits of the Corporation's financial statements
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as of December 31, 1999 and 1998 and for the years then ended and through the
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date of this report, the Company believes there were no disagreements (as
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defined in Item 304 of Regulation S-K). PWC believes that discussions
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surrounding two potential charges to the Company's restructuring reserve, which
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were never recorded, constitute a disagreement as defined in Item 304 of
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Regulation S-K. With the exception of this difference of opinion, there were no
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issues with PWC on any matters of accounting principles or practices, financial
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statement disclosure, or auditing scope or procedure, which matters, if not
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resolved to the satisfaction of PWC, would have caused PWC to make reference to
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the matter in its reports on the financial statements for such years. The
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Company's Audit Committee was informed by PWC about the discussions related to
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the restructuring reserve. PWC stated that they agreed with the accounting for
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the final restructure reserve. The Company has also authorized PWC to respond
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fully to any and all inquiries of the successor accountant.
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During the years ended December 31, 1999 and 1998 and through the date
of this report, there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K.
The Corporation has requested that PWC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated May 15, 2000, is
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filed as Exhibit 16 to this Form 8-K/A.
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(b) New Independent Accountants
On April 7, 2000, the Audit Committee recommended and the Board of
Directors approved, the retention of Deloitte & Touche LLP (D&T) as its new
independent accountants for the year ending December 31, 2000. During the years
ended December 31, 1999 and 1998 and through the date of this report, neither
the Corporation nor anyone else on its behalf consulted D&T regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits
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Exhibit 16: Letter re. Change in Certifying Accountants.
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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.
CALGON CARBON CORPORATION
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(REGISTRANT)
Date: May 17, 2000 By /s/ James A. Cederna
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James A. Cederna
President and
Chief Executive Officer
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EXHIBIT 16
[LOGO OF PRICEWATERHOUSECOOPERS]
PricewaterhouseCoopers LLP
600 Grant St.
52nd Floor
Pittsburgh PA 15219
Telephone (412) 355 8000
Facsimile (412) 355 8089
Direct phone 412-355-6163
Direct fax 412-355-7564
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
May 15, 2000
Commissions
We have read the statements made by Calgon Carbon 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/A report dated April 7, 2000. We
agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
