FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Date of Report (Date of Earliest Event Reported) July 21, 1997
CURRENT REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13418
FALCON BUILDING PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3931893
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office)
(312) 906-9700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if
changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The consolidated balance sheet of Falcon Building
Products, Inc. (the "Company") as of December 31, 1996 and
the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two
years in the period ended December 31, 1996 were audited by
Arthur Andersen LLP. On July 21, 1997 the Board of
Directors of the Company elected, following the June 17,
1997 merger of the Company, to approve the appointment of
Coopers & Lybrand LLP as the new independent accountant of
the Company. On July 21, 1997 Arthur Andersen LLP was
notified of this decision and was informed that upon
completion of certain projects in process that they would be
dismissed as the Company independent accountant.
The reports of Arthur Andersen LLP with respect to the
financial statements of the Company for each of the two
fiscal years in the period ended December 31, 1996 did not
contain any adverse opinion or disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with its
audits for each of the two years in the period ended
December 31, 1996 and through July 21, 1997 there were no
disagreements between the Company and Arthur Andersen LLP on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused it to make reference to the
subject matter thereof in connection with its reports on the
financial statements for such years.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Arthur Andersen LLP regarding the
change in certifying accountant.
<PAGE>
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.
FALCON BUILDING PRODUCTS, INC.
By: /s/ Sam A. Cottone
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Sam A. Cottone
Executive Vice President and
Chief Financial Officer
Dated: July 23, 1997
Exhibit 16.1
July 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4, Paragraphs 1 and 2, included in the attached Form
8-K dated July 21, 1997, of Falcon Building Products, Inc. filed with
the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
