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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
May 4, 1998
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(Date of earliest event reported)
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ROHM AND HAAS COMPANY
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(Exact name of registrant as specified in charter)
Delaware 1-3507 23-1028370
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
100 Independence Mall West, Philadelphia, Pennsylvania 19106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code ..............(215) 592-3000
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On May 4, 1998, Rohm and Haas Company dismissed KPMG Peat
Marwick LLP as its independent accountant.
(ii) The audit reports of KPMG Peat Marwick LLP on the
consolidated financial statements of Rohm and Haas Company
and subsidiaries as of and for the years ended December 31,
1997 and 1996, the two most recent fiscal years, did not
contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit
scope, or accounting principles. A letter from KPMG Peat
Marwick LLP is attached as Exhibit 16.
(iii) The Registrant's Audit Committee participated in and
recommended the decision to change independent accountants
which was approved by the Board of Directors.
(iv) In connection with its audits for the two most recent fiscal
years and through May 4, 1998, there have been no
disagreements with KPMG Peat Marwick LLP on any matter of
accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG Peat
Marwick LLP would have caused them to make reference to them
in their report on the financial statements for those years.
(v) During the two most recent fiscal years and through May 4,
1998, there have been no reportable events (as defined in
Regulation S-K Item 304 (a)(1)(v)).
(vi) The Registrant has requested that KPMG Peat Marwick LLP
furnish a letter stating whether or not it agrees with the
above statements. A copy of this letter dated May 4, 1998 is
filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
The Registrant engaged Price Waterhouse LLP as its new independent
accountants as of may 4, 1998. During the two most recent fiscal years and
through may 4, 1998, the Registrant has not consulted with Price
Waterhouse LLP regarding
(i) the application of accounting principles to a specified
transaction, either completed or proposed;
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(ii) the type of audit opinion that might be rendered on the
Registrant's financial statements, and in no case was a
written report provided to the Registrant nor was oral advice
provided that Rohm and Haas Company concluded was an important
factor in reaching a decision as to an accounting, auditing or
financial reporting issue; or
(iii) 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
and the related instructions to Item 304 of Regulation S-K, or
a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
(16) Letter re change in certifying accountant
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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 hereunto duly authorized.
ROHM AND HAAS COMPANY
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(Registrant)
/s/Bradley J. Bell
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Bradley J. Bell
Vice President, Chief Financial
Officer and Treasurer
Date: May 4, 1998
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EXHIBIT 16
May 4, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
ROHM AND HAAS COMPANY
We were previously principal accountants for Rohm and Haas Company and, under
the date of February 23, 1998, we reported on the consolidated financial
statements of Rohm and Haas Company and subsidiaries as of and for the years
ended December 31, 1997 and 1996. On May 4, 1998, our appointment as principal
accountants was terminated. We have read Rohm and Haas Company's statements
included under Item 4 of its Form 8-K dated May 4, 1998, and we agree with such
statements, except that;
Regarding the Item 4(a): we are not in a position to agree or disagree with
Rohm and Haas Company's reason for changing principal accountants or Rohm and
Haas Company's statement that the Audit Committee participated in and
recommended the decision to change independent accountants which was approved
by the Board of Directors.
Regarding Item 4(b): we are not in a position to agree or disagree with Rohm
and Haas Company's statement that during the two most recent fiscal years and
through May 4, 1998, Rohm and Haas Company has not consulted with Price
Waterhouse LLP regarding the application of accounting principles to a specific
transaction, either completed or proposed; the type of audit opinion that might
be rendered on Rohm and Haas Company's financial statements; or that in no case
was a written report provided nor was oral advice provided that Rohm and Haas
Company concluded was an important factor in reaching a decision as to an
accounting, auditing or financial reporting issue.
Very truly yours,
KPMG Peat Marwick LLP
