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UNITED STATES
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
December 23, 1998
(Date of Report - Date of earliest event reported)
REPUBLIC ENGINEERED STEELS, INC.
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(Exact name of registrant as specified in its charter)
Commission File Number: 0-25900
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DELAWARE 52-1635079
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
410 OBERLIN ROAD, S.W.
MASSILLON, OHIO 44647 (330) 837-6000
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(Address of principal executive offices) (Registrant's telephone number)
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Item 4. Changes in Registrant's Certifying Accountant
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On December 23, 1998, Republic Engineered Steels, Inc. (the "registrant")
appointed the accounting firm of Deloitte & Touche LLP ("Deloitte") as
independent accountants to audit its fiscal 1999 financial statements and
dismissed KPMG Peat Marwick LLP ("KPMG"), its previous accountants. The
registrant's Board of Directors approved the selection of Deloitte as new
independent accountants.
KPMG's reports on the financial statements for the past two fiscal years ended
June 30, 1998 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years and interim period through December 23,
1998, there have been no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure as contemplated by Item 304 (a) (1) (iv) of Regulation S-K, and there
were no reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.
Prior to their appointment as independent accountants, Deloitte was retained to
assist management of the registrant and Bar Technologies Inc. ("Bar Tech"), a
company affiliated by common ownership, with the preparation of pro forma
combined financial information. The pro forma combined financial information is
intended to be included in a planned private placement offering memorandum for a
debt refinancing in connection with the proposed business combination of the
registrant and Bar Tech. These transactions have not been completed to date.
Additionally, Deloitte provided oral advice to management of the registrant
regarding certain accounting matters related to the acquisition of the
registrant and the related financial statement disclosures in the registrant's
consolidated financial statements for the period ended September 30, 1998.
The registrant has provided KPMG with a copy of this disclosure and requested
that KPMG furnish it with a letter addressed to the SEC stating whether it
agrees with the above statements. A copy of KPMG's response to the SEC, dated
December 28, 1998, is filed as Exhibit 16 to this Form 8-K. Deloitte was given
the opportunity to read the disclosures in Item 4 of this Form 8-K.
Deloitte has a historical relationship with Blackstone Capital Partners II
Merchant Banking Fund L.P. and its affiliates, principal owners of the
registrant and Bar Tech.
Exhibit Index
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(16) Letter from KPMG Peat Marwick LLP dated December 28, 1998.
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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.
REPUBLIC ENGINEERED STEELS, INC.
Date: December 29, 1998 By: /s/ Thomas N. Tyrrell
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Thomas N. Tyrrell
Chief Executive Officer
Date: December 29, 1998 By: /s/ Brenda K. Brown
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Brenda K. Brown
Vice President of Finance and Controller
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Exhibit 16
[KPMG LOGO] Peat Marwick LLP
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
December 28, 1998
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Republic Engineered Steels, Inc.
and, under the date of July 31, 1998, we reported on the consolidated financial
statements of Republic Engineered Steels, Inc. and subsidiaries as of and for
the fiscal years ended June 30, 1998 and 1997. On December 23, 1998, our
appointment as principal accountants was terminated. We have read Republic
Engineered Steels, Inc.'s statements included under item 4 of its Form 8-K
dated December 28, 1998, and we agree with such statements, except that we are
not in a position to agree or disagree with Republic's statement that the
"selection of Deloitte as new independent accountants" was approved by
Republic's Board of Directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
