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 ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 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