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 (Date of earliest event reported): January 9, 1998
Safety Components International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23938
(State or other jurisdiction of incorporation) (Commission File Number)
33-0596831
(IRS Employer Identification Number)
2160 North Central Road, Fort Lee, NJ 07024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 592-0008
Not Applicable
(Former name or former address, if changed
since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On January 9, 1998, Safety Components International, Inc. (the
"Company") dismissed Price Waterhouse LLP as its independent
accountants.
(ii) The reports of Price Waterhouse LLP on the financial
statements of the Company for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to change independent accountants was approved by
the Audit Committee of the Board of Directors of the Company.
(iv) In connection with its audits for the two most recent fiscal
years and through January 9, 1998, there have been no
disagreements between the Company and Price Waterhouse LLP 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 Price
Waterhouse LLP would have caused it to make reference thereto
in their report on the financial statements for such years.
(v) There were no "reportable events" as described in Item
304(a)(l)(v) of Regulation S-K with respect to the Company
within the last two fiscal years ending March 31, 1997 and the
subsequent interim period prior to January 9, 1998.
(vi) The Company has requested that Price Waterhouse LLP 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 January 15, 1998, is
filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Company engaged Arthur Andersen LLP as its new independent
accountants as of January 9, 1998. During the two most recent
fiscal years and through January 12, 1998, the Company has not
consulted with Arthur Andersen LLP regarding either (i) the
application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Company's
financial statements, and neither a written report was
provided to the Company or oral advice was provided that
Arthur Andersen LLP concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) 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 of Price Waterhouse LLP regarding change in certifying
accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ JEFFREY J. KAPLAN
-------------------------
Name: Jeffrey J. Kaplan
Title: Executive Vice President
and Chief Financial Officer
Date: January 16, 1998
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
16 Letter of Price Waterhouse LLP regarding change
in certifying accountant
Price Waterhouse LLP
575 Anton boulevard
Suite 1100
P.O. Box 5041
Costa Mesa, CA 92628-5041
January 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Safety Components International, Inc.'s Form 8-K dated
January 9, 1998 and are in agreement with the statements contained in paragraph
4(a) therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
