8-K 1 mv-chem_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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): June 20, 2002 ISP CHEMCO INC. (Exact name of registrant as specified in its charter) DELAWARE 333-17827-01 51-0382622 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number) incorporation)

300 Delaware Avenue, Suite 303, Wilmington, Delaware 19801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (302) 427-5818 ADDITIONAL REGISTRANTS

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On June 20, 2002, the Board of Directors of ISP Chemco Inc. ("Chemco"), decided not to renew the engagement of its independent auditors, Arthur Andersen LLP ("Arthur Andersen"), and selected KPMG LLP as its independent auditors for the fiscal year ending December 31, 2002. The change in auditors will become effective June 21, 2002. Arthur Andersen's reports on the consolidated financial statements of Chemco for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2001 and 2000 and the subsequent interim period between December 31, 2001 and the date of this Current Report on Form 8-K, there were no disagreements between Chemco and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter of the disagreement in connection with its reports for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. Chemco has provided to Arthur Andersen a copy of the foregoing disclosures made in this Current Report on Form 8-K. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated June 21, 2002, stating it has found no basis for disagreement with such statements. During the fiscal years ended December 31, 2001 and 2000 and the subsequent interim period between December 31, 2001 and the date of this Current Report on Form 8-K, neither Chemco nor anyone acting on its behalf consulted with KPMG LLP 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 Chemco's consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit Number Description 16 Letter from Arthur Andersen LLP to the Securities Exchange Commission dated June 21, 2002 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. ISP CHEMCO INC. ISP CHEMICALS INC. ISP MINERALS INC. ISP TECHNOLOGIES INC. ISP MANAGEMENT COMPANY, INC. BLUEHALL INCORPORATED VERONA INC. ISP REAL ESTATE COMPANY, INC. ISP FREETOWN FINE CHEMICALS INC. ISP INTERNATIONAL CORP. ISP (PUERTO RICO) INC. ISP ALGINATES INC. ISP ENVIRONMENTAL SERVICES INC. ISP GLOBAL TECHNOLOGIES INC. ISP INVESTMENTS INC. Dated: June 21, 2002 By: /s/ Neal E. Murphy -------------------------------- Name: Neal E. Murphy Title: Senior Vice President and Chief Financial Officer 3 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. ISP CHEMICALS LLC By: ISP Chemicals Inc., its Sole Member ISP MANAGEMENT LLC By: ISP Management Company, Inc., its Sole Member ISP MINERALS LLC By: ISP Minerals Inc., its Sole Member ISP TECHNOLOGIES LLC By: ISP Technologies Inc., its Sole Member ISP INVESTMENTS LLC By: ISP Investments Inc., its Sole Member ISP GLOBAL TECHNOLOGIES LLC By: ISP Global Technologies Inc., its Sole Member Dated: June 21, 2002 By: /s/ Neal E. Murphy ------------------------------------- Name: Neal E. Murphy Title: Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated June 21, 2002 5

ISP CHEMCO INC 8-K