SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15 (d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) October 30, 1997
GENERAL AMERICAN ROYALTY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12835 75-2468002
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
No.)
incorporation)
4925 Greenville Avenue, Suite 717, Dallas, Texas 75206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 361-8535
Not Applicable
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(Former name or former address, if changed since last report)
-7-
Item 4. Change in Registrant's Certifying Account.
a(1) Dismissal of Independent Accountant.
(i) On October 30, 1997, the Registrant advised Coopers & Lybrand
L.L.P.("C&L") that the Registrant intended to retain a different independent
accounting firm for the audit of its financial statements for the year ending
October 31, 1997. C&L had been engaged as the principal accountants to audit
the Registrant's financial statements.
(ii) C&L's reports on the Registrant's financial statements for the past
one year contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
(iii) There have been no disagreements with C&L on any matter of
accounting principles or practices, financial statement disclosures or
auditing scope or procedure during the Registrant's most recent fiscal year or
in the subsequent interim period through October 30, 1997 (the date of
termination) which disagreement(s), if not resolved to C&L's satisfaction,
would have caused C&L to make reference to the subject matter of the
disagreement(s) in connection with its report.
(iv) C&L did not advise the Registrant during the Registrant's most recent
fiscal year or in the subsequent interim period through October 30, 1997 (the
date of termination):
(A) that the internal controls necessary for the Registrant to develop
reliable financial statements did not exist;
(B) that information had come to its attention that had led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by
management;
(C) (1) of the need to expand significantly the scope of its audit, or
that information had come to its attention during the most recent fiscal year
or any subsequent interim period that if further investigated might (i)
materially have impacted the fairness or reliability of either: a previously
issued audit report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report or
(ii) have caused it to be unwilling to rely on management's representations or
be associated with the Registrant's financial statements, and (2) it did not,
due to its dismissal or for any other reason, expand the scope of its audit or
conduct such further investigation; or
(D) that information had come to its attention that it had concluded
materially impacts the fairness or reliability of either: (i) a previously
issued audit report or the underlying financial statements, or (ii) the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report.
(v) The Registrant has requested C&L to provide a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the
statements set forth above. A copy of C&L's letter to the Securities and
Exchange Commission is filed as Exhibit 16 to this Form 8 - K.
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a(2) Engagement of New Independent Accountant.
(i) Hein + Associates LLP ("Hein") has been engaged by the Registrant as
its new independent principal accountant to audit the Registrant's financial
statements. This engagement was effective as of October 30, 1997.
(ii) Prior to engaging Hein, the Registrant has not consulted with Hein
during the Registrant's most recent fiscal year or in the period since the end
of the most recent fiscal year, in any matter regarding either: (a) 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 Registrant's financial statements, and neither was a written report
provided to the Registrant nor was oral advise provided that Hein concluded
was an important factor considered by the Registrant in reaching decision as
to the accounting, auditing or financial reporting issue; or (b) any matter
that was the subject of either a disagreement or an event described in
Paragraph (a) (1) (iv) (A) - (D), above.
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Item 7. Financial Statements and Exhibits.
Exhibit Number Description
Exhibit 16 Letter from Coopers & Lybrand L.L.P. to the Securities and
Exchange Commission pursuant to Item 304 (a) (3) of Regulation S-K
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL AMERICAN ROYALTY, INC.
By: /s/ James F. Smith
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James F. Smith
President, Director and Chief Executive
Officer
DATE: October 30, 1997
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INDEX TO EXHIBITS
Exhibit Number Description
Exhibit 16 Letter from Coopers & Lybrand L.L.P. to the Securities and
Exchange Commission pursuant to Item 304 (a) (3) of Regulation S-K
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COOPERS & LYBRAND
a professional services firm
1999 Bryan Street, Suite 3000
Dallas, Texas 75201
Tel: (214) 754-5000
Fax: (214) 9853-0669
October 30, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by General American Royalty, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
October 1997. We agree with the statements concerning our Firm in such Form
8-K.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
