-----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, O6uozSMEpmEDTp1xxCrBjNSElux7ho2qwMt5CnMpVhxgLiAf4Ym4klCuZxdAeSfS 2JEKD+zpOYifjxUe/BgjYQ== 0000910394-02-000008.txt : 20020806 0000910394-02-000008.hdr.sgml : 20020806 20020805152246 ACCESSION NUMBER: 0000910394-02-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020805 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20020805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY ELECTRIC STEEL INC /DE/ CENTRAL INDEX KEY: 0000910394 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 611244541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22416 FILM NUMBER: 02719628 BUSINESS ADDRESS: STREET 1: P O BOX 3500 CITY: ASHLAND STATE: KY ZIP: 41105-3500 BUSINESS PHONE: 6069291222 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: ASHLAND STATE: KY ZIP: 41105-3500 8-K/A 1 formeightka.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (amending Form 8-K filed on July 25, 2002) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2002 KENTUCKY ELECTRIC STEEL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-22416 61-1244541 ------- ---------- (Commission File Number) (I.R S. Employer Identification No.) P.O. Box 3500, Ashland, Kentucky 41105-3500 (Address of principal executive offices) (zip code) (606) 929-1222 (Registrant's telephone number, including area code) On July 25, 2002, the Registrant, Kentucky Electric Steel, Inc., filed a Current Report on Form 8-K dated July 19, 2002, reporting that its Board of Directors had dismissed Arthur Andersen LLP ("Andersen") and engaged Deloitte & Touche LLP as its new independent accountants. The Registrant had understood from Andersen that Andersen would be able to deliver a signed letter addressed to the SEC as required by Regulation S-K Item 304 (a)3. The Registrant later learned from Andersen that it would be no longer able to provide such a letter but inadvertently filed the Form 8-K indicating it had received the letter. The Registrant is accordingly filing this amendment to state that it has been unable to obtain such a letter from Andersen after reasonable efforts. ITEM 4. Changes in Registrant's Certifying Accountant. (a) Effective July 19, 2002, the Board of Directors of Kentucky Electric Steel, Inc. the "Company"), based upon a recommendation of the Audit Committee, decided to dismiss Arthur Andersen LLP as the independent public accountant to audit the consolidated financial statements of the Company. (b) Following a review of the Company's accounting services in recent years, the Board of Directors, upon the recommendation of the Audit Committee, approved the selection of Deloitte & Touche LLP as the Company's independent accountants to replace Arthur Andersen, effective July 19, 2002. (c) Arthur Andersen's report on the Company's financial statements for each of the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period preceding the replacement of Arthur Andersen, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Arthur Andersen, would have caused them to make a reference to the subject matter of the disagreement(s) in connection with its report. The Company has authorized Arthur Andersen to respond fully to any inquiries by Deloitte & Touche. (d) Arthur Andersen did not advise the Company either during the Company's two most recent fiscal years or during the subsequent interim period preceding the Company's decision not to extend Arthur Andersen's engagement: (1) that the internal controls necessary for the Company to develop reliable financial statements did not exist; (2) that information had come to its attention that had led it to no longer be able to rely on management's representations, or that had made it unwilling to be associated with the financial statements prepared by management; (3) of the need to expand significantly the scope of its audit, or that information had come to its attention during the two most recent fiscal years or any subsequent interim period that if further investigated might (i) materially have impacted the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report, or (ii) have caused it to be unwilling to rely on management's representations or be associated with the Company's financial statements; or (4) that information had come to its attention that it had concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report, including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report in those financial statements. (e) As stated above, the Company has engaged Deloitte & Touche, independent accountant, as the principal accountant to audit the consolidated financial statements of the Company for fiscal year 2002, effective July 19, 2002. (f) During the two most recent fiscal years and during the interim period prior to engaging Deloitte & Touche, neither the Company nor anyone on its behalf consulted Deloitte & Touche regarding either: (a) 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 no written report or oral advice was provided to the Company that Deloitte & Touche concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement or a reportable event. (g) As required under Securities and Exchange Commission regulations, the Company provided Andersen with a copy of the foregoing disclosures and requested that Andersen furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this disclosure and, if not, stating the respects in which it does not agree. Although reasonable efforts have been made by the Company, it has been unable to obtain such a letter from Andersen. The Company is therefore relying on temporary Item 304T(2) of Regulation S-K in filing this report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 5, 2002 KENTUCKY ELECTRIC STEEL, INC. By: /s/ William J. Jessie ------------------------- Name: William J. Jessie Title: Vice President - Finance, Secretary, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----