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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) November 16 , 1998
GEOLOGISTICS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-42607 22-3438013
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
13952 Denver West Parkway, Golden, Colorado 80401
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (303) 704-4400
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On November 16, 1998 (the "Effective Date of Termination"), GeoLogistics
Corporation (the "Company") agreed with Deloitte & Touche, LLP ("D&T") that
D&T would not stand for re-election as the Company's independent
accountants.
D&T's reports on the consolidated financial statements of GeoLogistics
Corporation for the years ended December 31, 1996 and 1997 did not contain
an adverse opinion, or disclaimer of opinion, nor were the reports
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years of the Company, and the period
beginning on January 1, 1998 and ending on the Effective Date of
Termination, there have been no disagreements between the Company and D&T
on any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which disagreements, if not
resolved to the satisfaction of D&T, would have caused D&T to make
reference to the subject matter of the disagreements in connection with its
reports. In addition, there have been no events requiring disclosure under
Item 304(a)(1)(v) of Regulation S-K.
D&T has furnished the Company with a letter addressed to the Securities and
Exchange Commission (the "Commission") stating that D&T agrees with the
statements made by the Company in this Item 4 (a). A copy of the letter
from D&T to the Commission is filed as Exhibit 16.1 hereto.
(a) Effective November 19, 1998 (the "Effective Date of Engagement"), the
Company engaged Ernst & Young LLP ("E&Y") as its independent accountants.
The decision to change accountants was approved by the Audit Committee of
the Company's Board of Directors.
During the two most recent fiscal years prior to the Effective Date of
Engagement and all subsequent interim periods preceding the date hereof,
neither the Company nor someone on its behalf has consulted E&Y regarding
any matters or events as set forth in Item 304 (a) (2) of Regulation S-K.
EXHIBITS
Exhibit No. Exhibit
16.1 Letter of Deloitte & Touche, LLP dated November 20, 1998
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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.
GEOLOGISTICS CORPORATION
Date: November 20, 1998 By: /s/ Gary S. Holter
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Gary S. Holter
Chief Financial Officer
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Exhibit 16.1
(Deloitte & Touche Letterhead)
November 19 , 1998
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 (a) of Form 8-K of the
GeoLogistics Corporation dated November 20, 1998.
Yours truly,
/s/ Deloitte & Touche LLP
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