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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 14, 2006
INTERNATIONAL WIRE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-51043 43-1705942
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification No.)
12 MASONIC AVE., CAMDEN, NY 13316
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 245-3800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 14, 2006, International Wire Group, Inc. ("International Wire"
or the "Company") engaged Deloitte & Touche LLP ("Deloitte") as its independent
registered public accounting firm and on the same date dismissed
PricewaterhouseCoopers LLP ("PwC"). The decision to change independent
accountants was approved by the Audit Committee of the Board of Directors of
International Wire on July 14, 2006.
The reports of PwC on the financial statements of International Wire
for the fiscal year ended December 31, 2005 and for the period from October 20,
2004 to December 31, 2004 and the financial statements of International Wire
(Predecessor) for the period from January 1, 2004 to October 19, 2004 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principle.
During the fiscal year ended December 31, 2005, the period from October
20, 2004 to December 31, 2004, and the period from January 1, 2004 to October
19, 2004 (Predecessor), and through July 14, 2006, there were no disagreements
with PwC 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 PwC, would have caused PwC to make reference
thereto in its report on International Wire's financial statements for such
years.
During the fiscal years ended December 31, 2005, the period from
October 20, 2004 to December 31, 2004, and the period from January 1, 2004 to
October 19, 2004 (Predecessor), and through July 14, 2006, there were no
"reportable events" with respect to International Wire as that term is defined
in Item 304(a)(1)(v) of Regulation S-K, except that, as previously disclosed in
Item 9A of the Company's Annual Report on Form 10-K for the year ended December
31, 2005 and in Item 4 of the Company's Form 10-Q for the quarter ended March
31, 2006, the Company concluded that a material weakness in its internal
controls over financial reporting related to the Company's deferred income tax
accounting existed as of December 31, 2005 and March 31, 2006 due to the absence
of effective controls to identify the differences between book and tax
accounting for fixed assets and certain inventory reserves and LIFO inventories.
The Company has authorized PwC to respond fully to the inquiries of Deloitte
concerning the subject matter of such material weakness.
During the fiscal years ended December 31, 2005, the period from
October 20, 2004 to December 31, 2004, and the period from January 1, 2004 to
October 19, 2004 (Predecessor), and through July 14, 2006, International Wire
did not consult with Deloitte regarding (1) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on International Wire's financial
statements or (2) any matter that was either the subject of a disagreement as
defined in Item 304(a)(1)(iv) of Regulation S-K or a "reportable event" as
defined in Item 304(a)(1)(v) of Regulation S-K.
International Wire provided a copy of the foregoing disclosures to PwC
prior to the date of the filing of this report and requested that PwC furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements in this Item 4.01. A copy of the
letter furnished in response to that request is filed as Exhibit 16.1 to this
Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT DESCRIPTION
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16.1 Letter from PricewaterhouseCoopers to the Securities and
Exchange Commission dated July 18, 2006.
2
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.
INTERNATIONAL WIRE GROUP, INC.
Date: July 19, 2006 By: /s/ Glenn J. Holler
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Name: Glenn J. Holler
Title: Senior Vice President,
Chief Financial Officer
and Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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16.1 Letter from PricewaterhouseCoopers to the Securities and Exchange
Commission dated July 18, 2006.