UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
March 10, 2005 (March 3, 2005)
BHP USA RETIREMENT SAVINGS PLAN
(Exact name of registrant as specified in its charter)
Australia 001-09526 000000000
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Identification No.)
organization)
Level 27
180 Lonsdale Street
Melbourne, Victoria 3000
Australia 3000
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (011-61-1300554757)
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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))
Item 4.01 Changes in Certifying Accountant of Registrant Employee Benefit Plan.
On March 3, 2005, KPMG LLP ("KPMG") was dismissed as the independent
registered public accountants ("auditors") of the BHP USA Retirement Savings
Plan (the "Plan"). The dismissal of KPMG was approved by an authorized officer
with respect to the Plan. The Plan does not have a separate board of
directors. On March 3, 2005, an authorized officer with respect to the Plan
engaged Kraft CPAs PLLC ("Kraft CPAs") as the auditors of the the Plan for the
fiscal year ending December 31, 2004 to replace KPMG. The decision to dismiss
KPMG and to retain Kraft CPAs was based primarily on cost considerations.
KPMG's reports on the Plan's financial statements for the 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 principles.
During the Plan's two most recent fiscal years and through March 3,
2005, there were no disagreements with KPMG on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of KPMG, would have
caused KPMG to make reference to the matter in its reports. During the two
most recent fiscal years and through March 3, 2005, there have been no
"reportable events" (as defined in Regulation S-K, Item 304(a)(1)(v)). The
Plan has requested KPMG to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements.
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 hereunto duly authorized.
BHP USA RETIREMENT SAVINGS PLAN
By: /s/ Howard Spiegel
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Name: Howard Spiegel
Title: Plan Administrator
DATE: March 10, 2005