UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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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
RIO TINTO AMERICA INC. SAVINGS PLAN
(Exact name of registrant as specified in its charter)
Delaware 001-10533 98-0047580
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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: +44 207 753 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 7 pages
Item 4.01 of the Form 8-K report filed by the Registrant on October 26,
2005 is amended to read as follows:
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
(i) On October 14, 2005, the administrators of the Rio Tinto
America Savings Plan (the "Plan") dismissed PricewaterhouseCoopers ("PwC") as
the Plan's independent registered public accounting firm. PwC was informed of
their dismissal on October 20, 2005. The decision to change the accounting firm
for the Plan was approved by the Rio Tinto America Inc. Administrative Committee
in its capacity as the Plan Administrator of the Plan, but was not approved a
board of directors or audit committee. The Plan does not have a board of
directors or audit committee. PwC remain as auditors for Rio Tinto plc and Rio
Tinto Limited.
(ii) PwC's report on the Plan's financial statements for the
fiscal year ended December 31, 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 fiscal year ended December 31, 2003 and
through October 14, 2005, there were no disagreements with PwC on any matters 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 its report on the financial
statements for such year.
(iv) The Plan believes that there were no "reportable events"
described in Item 304(a)(1)(v) of Regulation S-K with respect to the fiscal year
ended December 31, 2003 and through October 14, 2005. On September 14, 2005, PwC
sent to the Plan a letter claiming that during the course of its audit of the
Plan's financial statements for the fiscal year ended December 31, 2003 PwC
experienced delay resulting primarily from the inability of Rio Tinto Services,
Inc. ("RTSI") to provide accurate and timely information, and it stated that
"the inability of RTSI to provide accurate and timely information related to the
Plan represents a material weakness in internal control." The Plan subsequently
advised PwC of certain steps that it had taken to strengthen its capabilities to
prepare Plan financial statements, including the hiring of new personnel and
coordination in retrieving documents from business unit subsidiary offices. The
Plan does not agree that it was unable to provide accurate and timely
information to PwC during the course of its audit or that the delay in the
completion of PwC's audit was significantly affected by retrieval of documents
from business unit subsidiary offices.
(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. A copy of PwC's letter, dated November 9,
2005, is filed as Exhibit 16.1 to this Form 8-K/A.
Page 2 of 7 pages
(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 ended December 31, 2004. During the Plan's two most
recent fiscal years and through October 14, 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 3 of 7 pages
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission.
Page 4 of 7 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.
RIO TINTO AMERICA INC. SAVINGS PLAN
BY: /s/ Christopher Crowl
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Name: Christopher Crowl
Title: Member Rio Tinto America
Inc. Administrative
Committee
Date: November 9, 2005
Page 5 of 7 pages
TABLE OF CONTENTS
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EXHIBIT INDEX
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16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission.
Page 6 of 7 pages