DAY INTERNATIONAL GROUP INC
8-K, 1998-04-24
FABRICATED RUBBER PRODUCTS, NEC
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                       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): April 20, 1998

                          Commission File No. 33-93644

                          DAY INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                           31-1436349
     -----------------------------      ---------------------------------
     (State or other jurisdiction       (IRS Employer Identification No.)
           of Incorporation)

             130 West Second Street, Suite 1700, Dayton, Ohio 45402
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (937) 224-4000

Item 4: Changes in Registrant's Certifying Accountant.

On April 20, 1998, the Company's Board of Directors voted to approve the
engagement of Arthur Andersen LLP as its independent auditors' for the year
ending December 31, 1998 to replace the firm of Deloitte & Touche LLP. The
reason for this change is the change in control of the Company as previously
reported in Form 8-K dated January 16, 1998.

The reports of Deloitte & Touche LLP on the Company's financial statements for
the years ended December 31, 1997 and 1996 did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.




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In connection with the audits of the Company's financial statements for the
years ended December 31, 1997 and 1996 there have been no disagreements with
Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

No event of the type described in Item 304(a)(1)(v) of Regulation S-K occurred
during the period described above.

Prior to the Board's determination to engage Arthur Andersen LLP as its
independent auditors' for the year ending December 31, 1998, Arthur Andersen LLP
performed certain due diligence procedures for the new majority shareholders and
was consulted on the accounting treatment and disclosure requirements of certain
acquisition related transactions.

The Company has requested Deloitte & Touche LLP to furnish it a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated April 23, 1998 is filed as Exhibit
16.1 to this Form 8-K.

Item 7:  Financial Statements and Exhibits.

      (c)   Exhibits

      The following exhibits are filed herewith:

Exhibit Description

16       Letter from Deloitte & Touche, LLP to the Securities and Exchange
         Commission, dated April 23, 1998, regarding its agreement with the
         statements made in this report on Form 8-K.


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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 hereunto duly authorized.

                                        DAY INTERNATIONAL GROUP, INC.



Date: April 20, 1998                    By:/s/ David B. Freimuth
                                        ------------------------------------
                                        Name:   David B. Freimuth
                                        Title:  Vice President and Chief
                                                Financial Officer (Principal
                                                Financial Officer and Principal
                                                Accounting Officer)



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                          DAY INTERNATIONAL GROUP, INC.
                                    FORM 8-K
                                INDEX TO EXHIBITS

Index
Number                      Exhibit Description

16.1     Letter from Deloitte & Touche, LLP to the Securities and Exchange
         Commission, dated April 23, 1998, regarding its agreement with the
         statements made in this report on Form 8-K.




<PAGE>   1




                                                                    Exhibit 16.1


April 23, 1998


Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC  20549

Ladies and Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K of Day
International Group, Inc. dated April 20, 1998.

Yours truly,


Deloitte & Touche LLP

Dayton, Ohio




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