-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQMd9hc594OQDpmVoDX1sjDRccdBIXynpzWVCG1uLYTMrRdLiCvqufO7cA8sfTam tIdkEQNEMhQNMLaU4eFiwQ== 0000054291-02-000007.txt : 20020430 0000054291-02-000007.hdr.sgml : 20020430 ACCESSION NUMBER: 0000054291-02-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020430 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER ALUMINUM & CHEMICAL CORP CENTRAL INDEX KEY: 0000054291 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 940928288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03605 FILM NUMBER: 02627976 BUSINESS ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132673777 MAIL ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: PERMANENTE METALS CORP DATE OF NAME CHANGE: 19660905 8-K 1 kacc_8k-043002.htm KACC 8-K 04-30-2002 KACC 8-K 04-30-2002
                                    FORM 8-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------




                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 30, 2002


                         KAISER ALUMINUM & CHEMICAL
                                   CORPORATION
             (Exact name of Registrant as Specified in its Charter)



                                    DELAWARE
                 (State or other jurisdiction of incorporation)



                                     1-3605
                            (Commission File Number)



                                   94-0928288
                     (I.R.S. Employer Identification Number)





      5847 SAN FELIPE, SUITE 2600
            HOUSTON, TEXAS                                77057-3010
(Address of Principal Executive Offices)                  (Zip Code)


                                 (713) 267-3777
              (Registrant's telephone number, including area code)



Item 4.    Changes in Registrant's Certifying Accountant

      On April 30, 2002, Kaiser Aluminum Corporation and its wholly owned
operating subsidiary, Kaiser Aluminum & Chemical Corporation (collectively
"the Companies"), dismissed Arthur Andersen LLP ("Andersen") as their principal
independent accountant and engaged Deloitte & Touche LLP ("D&T") as
their principal independent accountant. The decision to change principal
independent accountants was recommended by the Audit Committees and was approved
by the Boards of Directors of the Companies. The change will be effective
immediately.

      Andersen's reports on the consolidated financial statements of the
Companies for the year ended December 31, 2001, were qualified as to the
Companies' ability to remain going concerns given that the Companies and certain
of their subsidiaries filed for reorganization under Chapter 11 of the United
States Bankruptcy Code on February 12, 2002. Andersen's reports on the
consolidated financial statements of the Companies for the year ended December
31, 2000, did not contain an adverse opinion or a disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope, or
accounting principles. During the past two fiscal years and through the date of
this Current Report, there have been no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
Andersen, would have caused it to make reference to the subject matter in
connection with its reports on the Companies' consolidated financial statements
for such years, nor have there been any reportable events as listed in Item
304(a)(1)(v) of Regulation S-K.

      Andersen was provided with a copy of the statements made in the foregoing
paragraph and has furnished a letter addressed to the Commission stating that it
agrees with such statements. A copy of Andersen's letter dated April 30, 2002,
is attached hereto as Exhibit 16.1. A copy of the press release issued by Kaiser
Aluminum Corporation regarding the Companies' change of principal independent
accountants is attached hereto as Exhibit 99.1.

      During the past two fiscal years and through the date of this Current
Report, the Companies have not consulted with D&T on 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 Companies' financial
statements. Nor have the Companies consulted with D&T during the last two
fiscal years or through the date of this Current Report regarding any matter
that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv)
of Regulation S-K, or a reportable event as listed in Item 304(a)(1)(v) of
Regulation S-K.

Item 7.    Financial Statements and Exhibits

      (a)  Financial Statements.

      (b)  Pro Forma Financial Information.

           Not applicable.

      (c)  Exhibits.

           *Exhibit 16.1:  Letter from Arthur Andersen LLP dated April 30, 2002
           *Exhibit 99.1:  Press release dated April 30, 2002

- ---------------------------

*  Included with this filing



                                   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.


                                    KAISER ALUMINUM & CHEMICAL CORPORATION
                                                (Registrant)

                                          /S/ DANIEL D. MADDOX
                                    By:   Daniel D. Maddox
Dated:  April 30, 2002                    Vice President and Controller


                                  EXHIBIT INDEX

*Exhibit 16.1:  Letter from Arthur Andersen LLP dated April 30, 2002
*Exhibit 99.1:  Press release dated April 30, 2002

- ---------------------------

*  Included with this filing


EX-16 3 ex161_8k-043002.htm EXHIBIT 16.1 TO 8-K 04-30-02 Exhibit 16.1 to 8-K 04-30-02

                                                                    Exhibit 16.1
April 30, 2002


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read the second paragraph of Item 4 included in the Form 8-K's dated
April 30, 2002 of Kaiser Aluminum Corporation and of Kaiser Aluminum &
Chemical Corporation to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.

Very truly yours,



/S/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas

cc:      John T. La Duc.
         Executive Vice President and Chief Financial Officer
         Kaiser Aluminum Corporation
         Kaiser Aluminum & Chemical Corporation


EX-99 4 ex991_8k-043002.htm EXHIBIT 99.1 TO 8-K 04-30-02 Exhibit 99.1 to 8-K 04-30-2002
                                                                                              Exhibit 99.1
                                                                    Exhibit 99.1


For Information:  Scott Lamb
Telephone:   (713) 267-3826
                                                         April 30, 2002


          KAISER ALUMINUM ENGAGES DELOITTE & TOUCHE AS INDEPENDENT
                                    AUDITOR

         HOUSTON, Texas, April 30, 2002 - Kaiser Aluminum Corporation (KAC) and
its wholly owned subsidiary, Kaiser Aluminum & Chemical Corporation (KACC),
said they have dismissed Arthur Andersen LLP as their principal independent
accountant and have engaged Deloitte & Touche LLP as their principal
independent accountant.
         The decision to change principal independent accountants was
recommended by the Audit Committees of both KAC and KACC and was approved by the
boards of both KAC and KACC. The change is effective immediately.
         Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer of
alumina, primary aluminum and fabricated aluminum products.


                                      F-924

         Company press releases may contain statements that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The company cautions that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may vary materially
from those expressed or implied in the forward-looking statements as a result of
various factors.

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