UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 1998
STELLEX INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-41939 13-3971931
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1430 Broadway, 13th Floor
New York, New York 10018
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(Address of principle executive (Zip Code)
offices)
(212) 391-1392
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 2, 1998, the Board of Directors of Stellex Industries, Inc. and
subsidiaries resolved to (i) engage Deloitte & Touche LLP as the independent
accountants for all of Stellex Industries, Inc. and subsidiaries for the year
ended December 31, 1998 and (ii) dismiss PricewaterhouseCoopers LLP as
independent accountants of KII Holding Corp. and subsidiaries, a significant
consolidated subsidiary of Stellex Industries, Inc. and subsidiaries.
PricewaterhouseCoopers LLP had audited the consolidated balance sheets of KII
Holdings Corp. and subsidiaries (formerly Kleinert Industries, Inc.), as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, stockholders' equity and cash flows for the six-month period ended
December 31, 1997 (successor) and June 30, 1997 (predecessor) and the years
ended December 31, 1996 and 1995 (predecessor).
During the years ended December 31, 1997 and 1996 and the subsequent interim
period through December 2, 1998, (i) there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to its satisfaction would have caused it to make
reference in connection with its report to the subjective matter of the
disagreement, and (ii) PricewaterhouseCoopers LLP has not advised the registrant
of any reportable events as defined in paragraph (A) through (D) of Regulation
S-K Item 304 (a) (1) (v).
The independent auditors' report of PricewaterhouseCoopers LLP on the
consolidated financial statement of KII Holdings Corp. and subsidiaries as of
and for the years ended December 31, 1997 and 1996 did not contain any adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. A letter from
PricewaterhouseCoopers LLP addressed to the Commission is filed as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated December 8, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Stellex Industries, Inc.
(Registrant)
Dated: December 8, 1998 /s/ William L. Remley
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Vice Chairman, President, Chief
Executive Officer, Treasurer and
Director of Stellex Industries, Inc.
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EXHIBIT 16
PricewaterhouseCoopers LLP
350 South Grand Avenue
Los Angeles, CA 90071
December 8, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Stellex Industries, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated December 2, 1998 (date
of earliest event reported). We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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