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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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
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(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.
In connection with the audits of the Company's financial statements for the
years ended December 31, 1997 and 1996, and during the period subsequent to
December 31, 1997 through the date of dismissal, there have been no
disagreements with
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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 included in the Company's 144A Offering
Memorandum and Form S-4 Registration Statement, all of which are reflected in
the Company's pro forma financial statements which give effect to the
acquisition of the Company by affiliates of Greenwich Street Capital Partners,
Inc. and SG Capital Partners. The Company's presentation of the proforma
financial information is consistent with the views expressed by Arthur
Andersen LLP.
There were no written views regarding the above accounting matters that were
received by the Company. Deloitte & Touche LLP was not consulted on these
matters.
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 May 12, 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 May 12, 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: May 12, 1998 By:/s/ David B. Freimuth
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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 May 12, 1998, regarding its agreement with the
statements made in this report on Form 8-K.
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Exhibit 16.1
May 12, 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-KA of Day
International Group, Inc. dated May 12, 1998.
Yours truly,
Deloitte & Touche LLP
Dayton, Ohio
