SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: March 22, 2002
(Date of earliest event reported)
OWENS CORNING
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3660 34-4323452
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Owens Corning Parkway
Toledo, Ohio 43659
(Address of Principal Executive Offices)
(419) 248-8000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On March 22, 2002, Owens Corning (the "Company") determined to
engage PricewaterhouseCoopers LLP as the Company's independent public
accountants for the 2002 fiscal year, replacing Arthur Andersen LLP
("Andersen"), which served as the Company's independent public accountants for
the 2001 fiscal year. The determination was made following an extensive
evaluation process that considered proposals from the foregoing firms plus other
major audit firms. The change in independent public accountants was approved by
the Executive Committee of the Company's Board of Directors (pursuant to
delegation of authority from the Board of Directors), upon the recommendation of
the Audit Committee of the Board of Directors. It is expected that the Board of
Directors will ratify the determination at its next meeting. In making its
determination, the Executive Committee commended Andersen for its many years of
service to the Company and noted its high regard for the professionalism of the
Andersen personnel that had worked with the Company.
The audit reports issued by Andersen on the consolidated
financial statements of the Company as of and for the fiscal years ended
December 31, 2000 and December 31, 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that each of the audit reports
includes the following explanatory paragraph:
"The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the
Company voluntarily filed for Chapter 11 bankruptcy protection on
October 5, 2000. This action, which was taken primarily as a result of
asbestos litigation as discussed in Note 19 to the consolidated
financial statements, raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty."
During the fiscal years ended December 31, 2000 and December
31, 2001, and during the subsequent interim period through March 22, 2002, there
were no disagreements between the Company and Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of the disagreement in connection with its reports on the Company's consolidated
financial statements for such periods.
None of the reportable events described in Item 304(a)(1)(v)
of Regulation S-K occurred during the Company's two most recent fiscal years
ended December 31, 2001, or during the subsequent interim period through March
22, 2002.
The Company provided Andersen with a copy of the foregoing
disclosures and a letter from Andersen confirming its agreement with these
disclosures is attached to this report as Exhibit 16.
During the fiscal years ended December 31, 2000 and December
31, 2001, and during the subsequent interim period through March 22, 2002, the
Company did not consult with PricewaterhouseCoopers LLP with respect to the
application of accounting principles to a specified transaction or regarding any
of the other matters or events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit Number Description
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16 Letter from Arthur Andersen LLP regarding change in certifying
accountant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
OWENS CORNING
Date: March 27, 2002 By: /s/ Charles E. Dana
_______________________________
Name: Charles E. Dana
Title: Vice President - Corporate
Controller and Global Sourcing
EXHIBIT INDEX
Exhibit Number Description
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16 Letter from Arthur Andersen LLP regarding change in certifying
accountant (filed herewith).