UNITED STATES
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 (Date of earliest event reported):
June 20, 2002
ISP CHEMCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-17827-01 51-0382622
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
incorporation)
300 Delaware Avenue, Suite 303, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 427-5818
ADDITIONAL REGISTRANTS
Address, including zip code
and telephone number,
State or other jurisdiction including area code, of
Exact name of registrant as of incorporation or Registration No./I.R.S. registrant's principal
specified in its charter organization Employer Identification No. executive offices
- ------------------------ ------------ --------------------------- -----------------
ISP Chemicals Inc. Delaware 333-70144-08/ Route 95 Industrial Area,
22380-3807357 P.O. Box 37
Calvert City, KY 42029
(270) 395-4165
ISP Minerals Inc. Delaware 333-70144-07/ 34 Charles Street
22-3807370 Hagerstown, MD 21740
(301) 733-4000
ISP Technologies Inc. Delaware 333-70144-09/ 4501 Attwater Avenue and
22-3807372 State Highway 146
Texas City, TX 77590
(409) 945-3411
ISP Management Delaware 333-70144-13/ 1361 Alps Road
Company, Inc. 22-3807364 Wayne, NJ 07470
(973) 628-4000
Bluehall Incorporated Delaware 033-44862-15/ c/o ISP Management Company,
13-3335905 Inc.
1361 Alps Road
Wayne, NJ 07470
(973) 628-4000
Verona Inc. Delaware 033-44862-16/ c/o ISP Management Company,
22-3036319 Inc.
1361 Alps Road
Wayne, NJ 07470
(973) 628-4000
ISP Real Estate Delaware 033-44862-16/ c/o ISP Management Company,
Company, Inc. 22-2886551 Inc.
1361 Alps Road
Wayne, NJ 07470
(973) 628-4000
ISP Freetown Fine Delaware 033-70144-12/ 238 South Main Street
Chemicals Inc. 52-2069636 Assonet, MA 02702
(508) 672-0634
ISP International Corp. Delaware 033-44862-07/ 300 Delaware Avenue
51-0333734 Suite 303
Wilmington, DE 19801
(302) 427-5715
ISP (Puerto Rico) Inc. Delaware 033-44862-03/ Mirador de Bairoa
22-2934561 Calle 27 ST-14
HC01 Box 29030
PMB 15
Caguas, PR 00725-8900
(787) 744-3188
ISP Alginates Inc. Delaware 333-70144-11/ 2145 East Belt Street
22-3676745 San Diego, CA 92113
(619) 557-3100
Address, including zip code
and telephone number,
State or other jurisdiction including area code, of
Exact name of registrant as of incorporation or Registration No./I.R.S. registrant's principal
specified in its charter organization Employer Identification No executive offices
- ------------------------ ------------ -------------------------- -----------------
ISP Environmental Delaware 033-44862-04/ c/o ISP Management Company,
Services Inc. 51-0333801 Inc.
1361 Alps Road
Wayne, NJ 07470
(973) 628-4000
ISP Global Delaware 333-70144-10/ 300 Delaware Avenue
Technologies Inc. 22-3807358 Suite 303
Wilmington, DE 19801
(302) 427-5852
ISP Investments Inc. Delaware 033-44862-08/ 300 Delaware Avenue
22-3807361 Suite 303
Wilmington, DE 19801
(302) 427-5822
ISP Chemicals LLC Delaware 333-70144-04/ Route 95 Industrial Area,
22-3807378 P.O. Box 37
Calvert City, KY 42029
(270) 395-4165
ISP Management LLC Delaware 333-70144-05/ 1361 Alps Road
22-3807385 Wayne, NJ 07470
(973) 628-4000
ISP Minerals LLC Delaware 333-70144-01/ 34 Charles Street
22-3807385 Hagerstown, MD 21740
(301) 733-4000
ISP Technologies LLC Delaware 333-70144-06/ 4501 Attwater Avenue and
22-3807390 State Highway 146
Texas City, TX 77590
(409) 945-3411
ISP Investments LLC Delaware 333-70144-03/ 300 Delaware Avenue
22-3807381 Suite 303
Wilmington, DE 19801
(302) 427-5822
ISP Global Delaware 333-70144-02/ 300 Delaware Avenue
Technologies Inc. 22-3807380 Suite 303
Wilmington, DE 19801
(302) 427-5852
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 20, 2002, the Board of Directors of ISP Chemco Inc.
("Chemco"), decided not to renew the engagement of its independent auditors,
Arthur Andersen LLP ("Arthur Andersen"), and selected KPMG LLP as its
independent auditors for the fiscal year ending December 31, 2002. The change in
auditors will become effective June 21, 2002.
Arthur Andersen's reports on the consolidated financial statements
of Chemco for the fiscal years ended December 31, 2001 and 2000 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period between December 31, 2001 and the date of this Current
Report on Form 8-K, there were no disagreements between Chemco and Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Arthur Andersen's satisfaction, would have caused Arthur Andersen to make
reference to the subject matter of the disagreement in connection with its
reports for such years; and there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
Chemco has provided to Arthur Andersen a copy of the foregoing
disclosures made in this Current Report on Form 8-K. Attached as Exhibit 16 is a
copy of Arthur Andersen's letter, dated June 21, 2002, stating it has found no
basis for disagreement with such statements.
During the fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period between December 31, 2001 and the date of this Current
Report on Form 8-K, neither Chemco nor anyone acting on its behalf consulted
with KPMG LLP with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on Chemco's consolidated financial statements, or
any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
16 Letter from Arthur Andersen LLP to the
Securities Exchange Commission dated
June 21, 2002
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.
ISP CHEMCO INC.
ISP CHEMICALS INC.
ISP MINERALS INC.
ISP TECHNOLOGIES INC.
ISP MANAGEMENT COMPANY, INC.
BLUEHALL INCORPORATED
VERONA INC.
ISP REAL ESTATE COMPANY, INC.
ISP FREETOWN FINE CHEMICALS INC.
ISP INTERNATIONAL CORP.
ISP (PUERTO RICO) INC.
ISP ALGINATES INC.
ISP ENVIRONMENTAL SERVICES INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INVESTMENTS INC.
Dated: June 21, 2002 By: /s/ Neal E. Murphy
--------------------------------
Name: Neal E. Murphy
Title: Senior Vice President and
Chief Financial Officer
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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.
ISP CHEMICALS LLC
By: ISP Chemicals Inc., its Sole Member
ISP MANAGEMENT LLC
By: ISP Management Company, Inc., its Sole Member
ISP MINERALS LLC
By: ISP Minerals Inc., its Sole Member
ISP TECHNOLOGIES LLC
By: ISP Technologies Inc., its Sole Member
ISP INVESTMENTS LLC
By: ISP Investments Inc., its Sole Member
ISP GLOBAL TECHNOLOGIES LLC
By: ISP Global Technologies Inc., its Sole Member
Dated: June 21, 2002
By: /s/ Neal E. Murphy
-------------------------------------
Name: Neal E. Murphy
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated June 21, 2002
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