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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): January 31, 2000
U.S. PLASTIC LUMBER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada 3080 87-0404343
(State of incorporation (Primary Standard Industrial (I.R.S. Employer
/organization) Classification Code Number) Identification No.)
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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.
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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, Arthur Andersen
LLP was terminated by the Company on January 31, 2000 because the Board of
Directors of the Company and Arthur Andersen LLP mutually agreed that based upon
a potential conflict of interest, the best interests of the Company would be
served by engaging a new independent accounting firm. The conflict of interest
arises due to the fact that Arthur Andersen LLP is the principal auditor for
Waste Management, Inc. and are also assisting Waste Management, Inc. in a matter
entitled Waste Management, Inc. v. Louis D. Paolino, Jr. et al. Mr. Paolino was
the Chairman of the Board of Directors and a member of the audit, nominating and
compensation committee from May 5, 1999 through January 7, 2000. The Company is
not a named party in the lawsuit.
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 the report qualified or 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 Company
during the two most recent fiscal years preceding of any of the following
events:
(a) that the internal controls necessary for the Company to
develop reliable financial statements do not exist;
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(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 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 accountants or that would
otherwise affect its ability to render an unqualified audit report.
6. The Company 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 KPMG LLP as its new independent
accountants to conduct the 1999 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 Company's financial statements; or any matter that was either the subject
of a disagreement or a reportable event.
ITEM 5. OTHER EVENTS
BOARD OF DIRECTORS:
The Company accepted the resignation of John E. Drury as a director of the
Company on January 7, 2000. Mr. Drury was previously CEO of Waste Management,
Inc. Also, at a Special Meeting of the Board of Directors on January 7, 2000,
the Board voted to remove Mr. Paolino as Chairman of the Board of Directors and
as a member of all committees of the Board of Directors.
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OTHER EVENTS:
WASTE MANAGEMENT, INC. VS. PAOLINO, ET AL, U.S. District Court, District of
Delaware: Although USPL is not a named party in the lawsuit, it is not possible
for USPL to predict the implications of this lawsuit against Mr. Paolino and
others at the current time. Mr. Paolino and others have filed a lawsuit against
Waste Management, Inc. USPL is also not a named party in that litigation.
This dispute between Waste Management, Inc. and Mr. Paolino and others may
continue for a long period of time. The effects of this litigation may have wide
ranging implications on USPL which may result in material adverse effects upon
the business, financial condition and/or operating results of USPL which cannot
be reasonably foreseen by USPL at the current time.
The Company has not established any reserves on its Balance Sheet as a result of
any pending or threatened litigation.
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.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
EXHIBITS
1. Letter of Arthur Andersen LLP
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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: February 4, 2000 By: /s/ Bruce C. Rosetto
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Bruce C. Rosetto, Vice President and
General Counsel/Secretary
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EXHIBIT 1
[ARTHUR ANDERSEN LETTERHEAD]
VIA FACSIMILE (202) 942-9656
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Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
February 3, 2000
Dear Sir/Madam,
We have read the 6 paragraphs of Item 4(a) included in the Form 8-K filed
February 3, 2000 of U.S. Plastic Lumber Corporation filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.
With kind regards,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
cc: Mr. Mark Alsentzer, U.S. Plastic Lumber Corporation
