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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): May 20, 2002
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MATERIAL SCIENCES CORPORATION
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(Exact name of registrant as specified in its charter)
1-8803
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(Commission File Number)
Delaware 95-2673173
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007
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(Address of principal executive offices, with zip code)
(847) 439-8270
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of Material Sciences
Corporation annually considers and recommends to the Corporation the selection
of MSC's independent public accountants. On May 20, 2002, the Audit Committee
decided to dismiss Arthur Andersen LLP ("Andersen") as MSC's independent public
accountants and to engage Deloitte & Touche LLP to serve as MSC's independent
public accountants for fiscal 2003.
Andersen's reports on MSC's consolidated financial statements for the
two most recent fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During MSC's two most recent fiscal years and through the date of this
Form 8-K, there were no disagreements with Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Andersen's satisfaction, would have caused
them to make reference to the subject matter in connection with their report on
MSC's consolidated financial statements for such years; and there were no
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
MSC provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Andersen's letter, dated May 20, 2002,
stating its agreement with such statements.
During MSC's two most recent fiscal years and through the date of this
Form 8-K, MSC did not consult Deloitte & Touche 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 MSC's
consolidated financial statements, or any other matters or reportable events
listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 20, 2002.
99.1 Press Release dated May 23, 2002.
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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 thereunto duly authorized.
MATERIAL SCIENCES CORPORATION
/s/ James J. Waclawik, Sr.
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Date: May 23, 2002 By: James J. Waclawik, Sr.
Its: Vice President and Chief Financial Officer
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MATERIAL SCIENCES CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 20, 2002.
99.1 Press Release dated May 23, 2002.
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