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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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) October 28, 2003
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Commission File Number 33-64325
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REUNION INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1439715
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(State of Incorporation) (I.R.S. Employer Identification No.)
11 STANWIX STREET, SUITE 1400
PITTSBURGH, PENNSYLVANIA 15222
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(Address of principal executive offices, including zip code)
(412) 281-2111
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(Registrant's telephone number, including area code)
Page 1 of 6 pages.
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ITEM 4. Changes in Registrant's Certifying Accountant.
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(a)(1) Previous independent accountants
(i) In its letter to Reunion Industries, Inc.
(Registrant) dated September 30, 2003, Wiss &
Company, LLP, the Registrant's then independent
accountants, informed the Registrant of its decision
to discontinue providing audit services to
registrants with the United States Securities and
Exchange Commission (SEC). A copy of Wiss &
Company's September 30, 2003 letter is filed herein
as Exhibit 99 to this Current Report on Form 8-K.
(ii) Having only provided financial statement review
services to the Registrant relating to the filing of
its Quarterly Report on Form 10-Q for the period
ended June 30, 2003 as filed with the SEC on August
14, 2003, Wiss & Company, LLP did not issue any
reports on the financial statements of the Registrant
for the past two fiscal years.
(iii) This paragraph is not applicable, as the change in
accountants is necessitated by the decision of Wiss &
Company, LLP, to exit the SEC practice area.
(iv) In connection with its review of the Registrant's
financial statements for the period ended June 30,
2003 and through October 28, 2003, there have been no
disagreements with Wiss & Company, LLP on any matter
of accounting principles or practices, financial
statement disclosure, or review scope or procedure.
(v) During the period ended June 30, 2003 and through
October 28, 2003, there have been no reportable
events (as defined in Regulation S-K Item 304
(a)(1)(v)).
(a)(2) New independent accountants
Effective on October 28, 2003, the Registrant engaged
Mahoney Cohen & Company, CPA, P.C. (Mahoney) as its new independent
accountants. The selection of Mahoney by the Registrant was based on several
factors, including the departure to Mahoney from the previous independent
accountants discussed in (a)(1)(i) above of the audit engagement management
formerly responsible for providing auditing services to the Registrant and the
Registrant's desire to maintain continuity of engagement staffing. Prior to
their appointment as independent accountants, Mahoney Cohen & Company, CPA,
P.C., had not been consulted by the Registrant on any matters.
(a)(3) The Registrant provided Wiss & Company, LLP with a copy of
this Current Report on Form 8-K no later that the date this report was filed
with SEC and has requested that Wiss & Company, LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the Registrant's
statements in Item 4(a)(1) and 4(a)(3) herein. A copy of such letter is filed
herein as Exhibit 16 to this Current Report on Form 8-K.
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ITEM 7. Financial Statements, Proforma Financial Information and Exhibits.
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(c) Exhibits
Exhibit No. Description of Exhibit
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16 Letter from Wiss & Company, LLP pursuant to
Item 304(a)(3) of Regulation S-K.
99 Letter from Wiss & Company, LLP to Mr. Kimball
Bradley, President, Reunion Industries, Inc.,
regarding Wiss & Company's decision to
discontinue providing audit services to
SEC registrants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
Date: October 29, 2003 REUNION INDUSTRIES, INC.
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By: /s/ John M. Froehlich
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John M. Froehlich
Executive Vice President
of Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
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16 Letter from Wiss & Company, LLP pursuant to 5
Item 304(a)(3) of Regulation S-K.
99 Letter from Wiss & Company, LLP to Mr. Kimball 6
Bradley, President, Reunion Industries, Inc.,
regarding Wiss & Company's decision to
discontinue providing audit services to
SEC registrants.
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EXHIBIT 16
Wiss & Company, LLP
354 Eisenhower Parkway
Livingston NJ 07039
October 29, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4(a)(1) and 4(a)(3) of Form 8-K, dated October 29, 2003, of
Reunion Industries, Inc. We are in agreement with the statements in
paragraphs (a)(1)(i), (a)(1)(ii), (a)(1)(iii), (a)(1)(iv), (a)(1)(v) and
(a)(3) contained therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ WISS & COMPANY, LLP
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EXHIBIT 99
Wiss & Company, LLP
354 Eisenhower Parkway
Livingston NJ 07039
September 30, 2003
Mr. Kimball Bradley
President & COO
Reunion Industries, Inc.
11 Stanwix Street, Suite 1400
Pittsburgh, PA 15222
Dear Kimball:
As a follow up to my conversation with Jack Froehlich, I am informing you that
after careful consideration Wiss & Company, LLP has decided to discontinue
providing audit services to SEC registrants and is exiting the practice area.
By informing you now, we expect you will have sufficient lead-time to secure
other auditors.
This decision, while difficult, given our long-standing reputation in the
area, is caused by a variety of business factors, including the recent rash of
legislative changes enacted following the passing of the Sarbanes-Oxley Act of
2002.
Wiss has valued its relationship with your organization and will assist you in
your transition to new auditors.
Furthermore, we will be available to provide you with tax consulting, business
advisory or other services, if you desire.
Best of luck to you in the future.
Cordially,
Jeffrey Campo, CPA
Managing Partner
Copy to J.M. Froehlich, CFO
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