<PAGE> 1
U.S. 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) February 27, 1998
U.S. PLASTIC LUMBER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
--------------------
Nevada 3080 87-0404343
(State of incorporation (Primary Standard Industrial (I.R.S. Employer
/organization) Classification Code Number) Identification No.)
---------------------
2300 W. Glades Road, Suite 440 W, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 561-394-3511
Former Name or Former Address if Changed Since Last Report: Not Applicable.
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Accountant
1. The engagement of the former independent accountant, Kuntz Lesher
Siegrist & Martini LLP was terminated by the Company on February 26, 1998 solely
due to the fact that the Board of Directors of the Company had made a
determination that based upon its current stage of development, the best
interest of the Company would be served by engaging a "Big Six" independent
accounting firm.
2. The principal accountant's report on the financial statements for either
of the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor was qualified nor modified as to uncertainty, audit scope, or
accounting principles.
3. The decision to change accountants was approved by the Board of
Directors of the Company.
4. During the registrant's two most recent fiscal years preceding such
dismissal there were no matters of disagreements between the Company and its
former independent accountants.
5. The former independent accountants have not advised the registrant
during the two most recent fiscal years preceding of any of the following
events:
(a) that the internal controls necessary for the registrant to develop
reliable financial statements do not exist;
(b) that it can no longer rely on management's representations or that
it is unwilling to be associated with the financial statements prepared by
management;
(c) that it needs to significantly expand the scope of its audit or
that information has come to its attention which may materially impact the
fairness or
<PAGE> 3
reliability of a previously issued audit report or financial statements issued
or to be issued covering the fiscal period subsequent to the date of the most
recent financial statements covered by an audit report or that it can no longer
rely on management's representations or that it is unwilling to be associated
with the financial statements prepared by management; or that due to the
accountant's dismissal, it did not expand the scope of its audit or conduct such
further investigation; or
(d) that there have been any issues that have not been resolved to the
satisfaction of the former independent accountant or that would otherwise affect
its ability to render an unqualified audit report.
6. The registrant has provided a copy of the disclosures being made herein
to its former independent accountant in compliance with Item 304(a)(3) of
Regulation S-K.
(b) Engagement of new Independent Accountants.
1. The Company has engaged the firm of Arthur Andersen LLP as its new
independent accountants to conduct the 1997 audit. This action has been approved
by the Board of Directors of the Company.
2. The newly engaged accountants have not been consulted regarding 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; or any matter that was either the subject
of a disagreement or a reportable event.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
<PAGE> 4
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
EXHIBITS
1. Letter of Kuntz, Lesher, Siegrist & Martini
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
U.S. Plastic Lumber Corporation
(Registrant)
Date: March 2, 1998 By: /s/ Bruce C. Rosetto
------------------------------------
Bruce C. Rosetto, Vice President and
General Counsel/Secretary
<PAGE> 1
KUNTZ LESHER SIEGRIST & MARTINI LLP
CERTIFIED PUBLIC ACCOUNTANTS
[LETTERHEAD]
February 26, 1998
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read the statements made by U.S. Plastic Lumber Corporation in
Form 8-K, Item 4., Changes in Registrant's Certifying Accountant, and are in
agreement with such statements.
/s/ KUNTZ LESHER SIEGRIST & MARTINI LLP
---------------------------------------
Kuntz Lesher Siegrist & Martini LLP
Certified Public Accountants
