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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
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 of (IRS Employer
incorporation or organization) Identification No.)
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 LLP ("KPMG"), its previous accountants. The registrant's Board of
Directors approved the selection of Deloitte as new independent accountants.
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 Technologies Inc. ("Bar Tech"). Prior to its appointment as
independent accountants, Deloitte was retained to assist management of the
registrant and Bar Tech 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.
As a result of its knowledge of the structure of the acquisition transaction and
the resulting effects on the pro forma financial information, Deloitte provided
oral advice to management of the registrant related to the preliminary purchase
accounting. This oral advice was limited to providing management with a general
understanding of accounting and financial reporting matters that needed to be
considered in accounting for the purchase of the registrant pursuant to APB
Opinion No. 16, principally related to identifying factors that management
should consider to allocate the purchase price to acquired assets and
liabilities, and did not constitute expressing an opinion on the application of
accounting principles. Management, and in certain cases, Deloitte also discussed
these purchase accounting matters with KPMG. KPMG provided management of the
registrant with guidance in determining the preliminary purchase accounting
reported in its unaudited consolidated financial statements for the period ended
September 30, 1998.
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 (if not
resolved to KPMG's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of disagreement), and there
were no reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.
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
January 25, 1999 is filed as Exhibit 16 to this Form 8-KA. Deloitte was given
the opportunity to read the disclosures in Item 4 of this Form 8-KA.
Exhibit Index
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(16) Letter from KPMG LLP dated January 25, 1999.
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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: February 8, 1999 By: /s/ Thomas N. Tyrrell
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Thomas N. Tyrrell
Chief Executive Officer
Date: February 8, 1999 By: /s/ Brenda K. Brown
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Brenda K. Brown
Vice President of Finance and Controller
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EXHIBIT 16
January 25, 1999
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-KA
dated December 23, 1998, and we agree with such statements, except that we are
not in a position to agree or disagree with Republic Engineered Steels, Inc.'s
statements in the second paragraph and the first two sentences of the third
paragraph related to Deloitte, or that the change was approved by the board of
directors.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP
