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: October 15, 1999
Motor Coach Industries International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 86-0706940
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10 East Golf Road, Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (847) 299-9900
Not Applicable
(Former name or former address, if changed since last report)
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 8, 1999, Motor Coach Industries International, Inc.
( the "Registrant"), with the approval of the Registrant's Board of
Directors, appointed the firm of PricewaterhouseCoopers LLP ("PWC") as the
new independent public accountants and auditors for the Registrant
effective immediately and discharged the Registrant's current independent
public accountants and auditors, Arthur Andersen, LLP ("Arthur Andersen").
Arthur Andersen's report on the Registrant's financial
statements for the two years ended December 31, 1998, dated April 20, 1999
(except with respect to the matters in Note 2 and 27, as to which the date
is May 25, 1999), contained an explanatory paragraph relating to the
ability of the Registrant to continue as a going concern; however, such
report did not otherwise contain any adverse opinion or a disclaimer of
opinion, nor was such report qualified or modified as to uncertainty, audit
scope, or accounting principles. The explanatory paragraph was subsequently
removed by Arthur Andersen on a report dated July 22, 1999 issued in
connection with the Registrant's Registration Statement on Form S-4.
During the Registrant's latest two fiscal years and the
subsequent period through October 8, 1999, the date on which Arthur
Andersen was dismissed, there were no disagreements with Arthur Andersen 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 Arthur Andersen, would have caused it to
make reference to the subject matter of the disagreements in connection
with its report.
In 1997, 1998 and 1999, Arthur Andersen and the Registrant's
predecessor independent accountants noted to the management of MCII
Holdings (USA), Inc., the Registrant's ultimate U.S. parent corporation
("MCII"), and to the board of directors of Consorcio G Grupo Dina, S.A. de
C.V., the then sole stockholder of MCII, a number of significant
deficiencies in the design or operation of the Registrant's internal
control environment. Specifically, the accountants noted a lack of senior
level accounting leadership, deficiencies in the preparation of
consolidated financial statements for Dina Autobuses, S.A. de C.V. and
inadequacies in the design and operating effectiveness of the Registrant's
accounting operations required for a complex public corporation. The
Registrant has been implementing changes that it believes will prevent the
recurrence of the reportable conditions, including the hiring of a Chief
Accounting Officer in June 1998.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
- - ----------- -------
16 Letter from Arthur Andersen, LLP dated October 15, 1999.
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.
MOTOR COACH INDUSTRIES
INTERNATIONAL, INC.
By: /s/ Horst Sieben
------------------------
Name: Horst Sieben
Title: Chief Financial Officer
Date: October 15, 1999
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
----------- ------- ----
16 Letter from Arthur Andersen, LLP dated
October 15, 1999.
[Letterhead of Arthur Andersen LLP]
October 15, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated October 15, 1999 of
Motor Coach Industries International, 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
Copy to:
Mr. Horst Sieben, Chief Financial Officer, Motor Coach Industries
International, Inc.
