UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 14, 2005
KENNECOTT CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
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(Exact name of registrant as specified in its charter)
Delaware 001-10533 13-3108078
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(State of Incorporation) (Commission File No.) (I.R.S Employer
Identification No.)
Rio Tinto, plc, 6 St. James's Square London SW1Y 4LD England
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: +44 207753 2117
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None
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2 below):
[ ] 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))
Page 1 of 3 pages
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
(i) On October 20, 2005, the administrators of the Kennecott
Corporation Savings Plan for Hourly Employees (the "Plan") dismissed
PricewaterhouseCoopers LLP ("PwC") as the Plan's independent registered public
accounting firm. The decision to change the accounting firm was approved by the
Chief Financial Officer of Kennecott Utah Copper Corporation but was not
approved by a board of directors or audit committee. The Plan does not have a
board of directors or audit committee.
(ii) PwC's reports on the Plan's financial statements for the past two
fiscal years ended December 31, 2002 and 2003 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principle.
(iii) During the past two fiscal years ended December 31, 2002 and 2003
and through October 20, 2005, 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
reports on the financial statements for such years.
(iv) There were no "reportable events" described in Item 304(a)(1)(v)
of Regulation S-K with respect to the fiscal years ended December 31, 2002 and
2003 through October 20, 2005.
(v) The Plan has requested PwC to furnish the Plan with a letter
addressed to the Securities and Exchange Commission stating whether PwC agrees
with the above statements.
(b) New independent registered public accounting firm
(i) On October 14, 2005, the administrators of the Plan appointed
Tanner LC ("Tanner") as the Plan's independent registered public accounting firm
for the year ending December 31, 2004. During the Plan's two most recent fiscal
years and through October 20, 2005 neither the Plan nor anyone acting on its
behalf consulted Tanner regarding (1) either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Plan's financial statements or
(2) any matter that was either the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a "reportable event" as described in Item
304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.
Page 2 of 3 pages
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.
KENNECOTT CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ Robert L. Light
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Name: Robert L. Light
Title: Chief Financial Officer
Date: October 26, 2005
Page 3 of 3 pages