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EXHIBIT 16
PRICEWATERHOUSECOOPERS
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PricewaterhouseCoopers LLP
Brian J. Armstrong Office of the General Counsel
1301 Avenue of the Americas
New York NY 10019-6013
Telephone (212) 259 1000
Facsimile (212) 259 1301
January 4, 2000 Direct phone 212-707-6728
Direct Fax 212-707-6717
Howard W. Brodie, Esq.
Vice President and General Counsel
Emcore Corporation
394 Elizabeth Avenue
Somerset, New Jersey 08873
Re: Emcore Corporation
Dear Mr. Brodie:
In your letter of December 29, 1999 you have requested on behalf of Emcore
Corporation (the "Company") that PricewaterhouseCoopers LLP ("PwC") promptly
furnish the Company with a letter addressed to the Commission stating whether
it agrees with the statements made by the Company in response to this Item
304(a) and, if not, stating the respects in which it does not agree." (A copy
of your letter is enclosed herewith. We also enclose a copy of recent
correspondence between the Company's litigation counsel and PwC.) This is PwC's
response:
1. With respect to the first paragraph of the Company's Item 304(a)
(the "Item"), PwC agrees with the first sentence, but does not
have sufficient information to know whether the remainder of the
paragraph is completely accurate.
2. With respect to the second paragraph of the Item, PwC does not
have sufficient information to know whether the paragraph is
completely accurate. PwC believes that Deloitte & Touche LLP
was engaged earlier that May 13, 1999, and the Company appears to
have acknowledged this in the fifth paragraph of the Item.
3. The statements in the third paragraph of the Item are accurate.
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PricewaterhouseCoopers
Howard W. Brodie, Esq.
January 4, 2000
Page Two
4. With respect to the fourth paragraph of the Item, while PwC does not
have information sufficient to state whether the paragraph is
completely accurate, PwC is not aware of any "reportable events" as
defined.
5. With respect to the fifth paragraph of the Item, PwC does not have
sufficient information to know whether the paragraph is completely
accurate. (See paragraph 2 above.)
6. With respect to the sixth paragraph of the Item, PwC disagrees with
the implication that because PwC has provided consents in the past it
is obligated to undertake a new engagement with respect to the
Company's most recent request for a consent.
7. With respect to the seventh paragraph of the Item, PwC is not able to
express a view on the accuracy of the Company's statement concerning
the Company's belief. However, without regard to whatever the
Company's belief may be, the statement that "PwC has refused to
provide a report and written consent solely in retaliation to [sic] a
lawsuit that the Company recently filed against PwC" is not accurate.
As PwC previously has advised the Company in writing, the performance
of procedures necessary to the provision of a written report and
consent involves a new engagement. PwC is entitled and required to
make a judgment as to whether it should undertake such a new
engagement. For reasons that we believe to be sound, PwC has
determined that it should not undertake the proposed engagement. Among
other factors, PwC has taken into consideration that the Company has
accused PwC of "racketeering" and fraud and, more recently, through
the Company's outside litigation counsel, has threatened PwC with
further legal action if the requested report and consent are not
promptly forthcoming. These and other actions for which the management
of the Company are responsible have led PwC to the conclusion not only
that it should not, but that it cannot, enter into a new engagement --
no matter how limited -- with the Company.
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PricewaterhouseCoopers
Howard W. Brodie, Esq.
January 4, 2000
Page Three
8. With respect to the eighth paragraph of the Item, the first two
sentences of the paragraph are accurate. PwC does not have sufficient
information to know whether the final sentence is accurate.
Very truly yours,
/s/ Brian J. Armstrong
Brian J. Armstrong
BJA/mi
Enclosures
cc: W. Scott Bayless, Esq. (with enclosures)