0001072613-01-500952.txt : 20011010
0001072613-01-500952.hdr.sgml : 20011010
ACCESSION NUMBER: 0001072613-01-500952
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010924
ITEM INFORMATION: Changes in registrant's certifying accountant
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011004
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: INSILCO TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000863204
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 060635844
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-71947
FILM NUMBER: 1752256
BUSINESS ADDRESS:
STREET 1: 425 METRO PL N STE 500
STREET 2: FIFTH FL
CITY: DUBLIN
STATE: OH
ZIP: 43017
BUSINESS PHONE: 6147920468
MAIL ADDRESS:
STREET 1: 425 METRO PLACE NORTH
STREET 2: FIFTH FLOOR SUITE 500
CITY: DUBLIN
STATE: OH
ZIP: 43017
8-K/A
1
form8k_10849.txt
FORM 8-K/A DATED 9/24/01
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 24, 2001
INSILCO TECHNOLOGIES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22098 06-0635844
-------- ------- ----------
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NO.) IDENTIFICATION NUMBER)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
================================================================================
The undersigned registrant hereby amends Item 4 and Item 7 of its Current Report
on Form 8-K/A filed with the Commission on October 2, 2001, as follows:
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On September 24, 2001, Insilco Technologies, Inc. (the "Company") dismissed its
current independent auditors, KPMG LLP ("KPMG") and appointed
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its new independent
auditors for the fiscal year ending December 31, 2001. The decision to dismiss
KPMG and to engage PricewaterhouseCoopers was approved by the unanimous vote of
the Company's Board of Directors.
The reports of KPMG on the consolidated financial statements of the Company for
its fiscal years ended December 31, 2000 and December 31, 1999 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the Company's
two most recent fiscal years and the subsequent interim periods through
September 24, 2001, there were no disagreements between the Company and KPMG on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
KPMG, would have caused KPMG to make reference to the subject matter of the
disagreement in connection with its reports (a "Disagreement").
The Company has not, during the Company's two most recent fiscal years or the
subsequent interim period through September 24, 2001, consulted with
PricewaterhouseCoopers regarding (i) 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 Company's financial statements, and either
a written report was provided to the Company or oral advice was provided that
PricewaterhouseCoopers concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of a Disagreement with
KPMG.
The Company has furnished KPMG with a copy of this Form 8-K and has requested
that KPMG furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of KPMG's
letter to the Commission, dated October 4, 2001, is filed as Exhibit 16.1 to
this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
16.1 Letter dated October 4, 2001 of KPMG LLP
2
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.
INSILCO TECHNOLOGIES, INC.
-------------------------------------------
Registrant
Date: October 4, 2001 By: /s/ MICHAEL R. ELIA
---------------------------------------
Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
3
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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16.1 Letter dated October 4, 2001 of KPMG LLP
4
EX-16.1
3
ex16-1_10849.txt
KPMG LETTER DATED OCTOBER 4, 2001
EXHIBIT 16.1
------------
October 4, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Insilco Technologies, Inc. and,
under the date of February 2, 2001, we reported on the consolidated financial
statements of Insilco Technologies, Inc. and subsidiaries as of and for the
years ended December 31, 2000 and 1999. On September 24, 2001 our appointment as
principal accountants was terminated. We have read the Company's statements
included under Item 4 of its Form 8-K dated October 2, 2001, and we agree with
such statements, except that we are not in a position to agree or disagree with
the Company's statement that the decision to dismiss KPMG and to engage
PricewaterhouseCoopers LLP was approved by the unanimous vote of the Company's
board of directors. We also are not in a position to agree or disagree with the
Company's statement that PricewaterhouseCoopers LLP was not engaged regarding
the application of accounting principles to a specific transaction or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements.
Very truly yours,
/s/ KPMG LLP