SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 8, 2001
UCAR INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13888 06-1385548
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) Identification Number)
SUITE 1100, 3102 WEST END AVENUE, NASHVILLE, TENNESSEE 37203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 615-760-8227
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 8, 2001, the Board of Directors of UCAR International Inc.
("UCAR"), upon the recommendation of the Audit and Finance Committee, appointed
Deloitte & Touche LLP ("Deloitte & Touche") as the independent public
accountants to audit the financial statements of UCAR and its consolidated
subsidiaries for the fiscal year ending December 31, 2001. Deloitte & Touche
will replace UCAR's prior independent accountants, KPMG LLP ("KPMG"). UCAR's
Board of Directors appointed Deloitte & Touche as its independent public
accountants to audit UCAR's fiscal 2001 financial statements after the
completion of a proposal process.
The reports of KPMG on the consolidated financial statements of UCAR as
of and for the fiscal years ended December 31, 2000 and 1999 did not contain any
adverse opinion or disclaimer of opinion. These reports were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the two
most recent fiscal years ended December 31, 2000 and 1999 and during the period
between December 31, 2000 and May 8, 2001, there were no disagreements between
KPMG and UCAR on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreements in connection with their
reports. Furthermore, during the two most recent fiscal years ended December 31,
2000 and 1999 and during the period between December 31, 2000 and May 8, 2001,
there were no "reportable events" as described in Paragraph 304(a)(1)(v) of
Regulation S-K.
During the two most recent fiscal years ended December 31, 2000 and
1999 and during the period between December 31, 2000 and May 8, 2001, neither
UCAR nor anyone on its behalf consulted Deloitte & Touche regarding either (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
UCAR's consolidated financial statements, or (ii) any matter that was either the
subject of a disagreement (as described in Paragraph 304(a)(1)(iv) of Regulation
S-K) or a reportable event (as described in Paragraph 304(a)(1)(v) of Regulation
S-K).
UCAR provided KPMG with a copy of this disclosure and requested KPMG to
furnish UCAR with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of KPMG's letter is
filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16.1 Letter from KPMG LLP dated May 15, 2001 regarding
change in certifying accountant.
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SIGNATURE
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.
UCAR INTERNATIONAL INC.
Date: May 15, 2001 By:/s/ Corrado F. DeGasperis
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Corrado F. DeGasperis
Vice President and Chief Information Officer
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EXHIBIT INDEX
16.1 Letter from KPMG LLP dated May 15, regarding change in certifying
accountant.
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