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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: July 7, 1999
ENVIRONMENTAL SAFEGUARDS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-21953 87-0429198
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
2600 South Loop West, Suite 645
Houston, Texas 77054
(Address of principal executive offices, including zip code)
(713) 641-3838
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
Ernst & Young LLP ("Ernst & Young") audited the financial statements of
the Company for the years ended December 31, 1998 and 1997, and were dismissed
on July 7, 1999. The Company engaged PricewaterhouseCoopers LLP
("Pricewaterhouse") as its new independent auditor on July 13, 1999.
There were no disagreements between the Company and Ernst & Young
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved, would have caused them to make reference to the subject matter
of the disagreement in connection with their report. Since January 1, 1997, and
through the present, there were no reportable events requiring disclosure. The
Company has authorized Ernst & Young to respond fully to inquiries from
Pricewaterhouse regarding the disclosure in this Form 8-K.
The report of Ernst & Young for the two most recent fiscal years did
not contain any adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles.
The decision to change principal accountants was recommended and
approved by the Company's Audit Committee and Board of Directors and made at
their request.
During the Company's two most recent fiscal years, and since then,
Ernst & Young has not advised the Company that any of the following exist or are
applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that information
has come to their attention that has lead them to no longer be able to
rely on management's representations, or that has made them unwilling
to be associated with the financial statements prepared by management;
(2) That the Company needs to expand significantly the scope
of its audit, or that information has come to their attention that if
further investigated may materially impact the fairness or reliability
of a previously issued audit report or the underlying financial
statements or any other financial presentation, or cause them to be
unwilling to rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons or any
other reason; or
(3) That they have advised the Company that information has
come to their attention that they have concluded materially impacts the
fairness or reliability of either a previously issued audit report or
the underlying financial statements for the foregoing reasons or any
other reason.
Prior to the engagement of Pricewaterhouse as independent auditors, the
Company had not consulted Pricewaterhouse 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 other financial presentation whatsoever.
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Ernst & Young has provided a letter addressed to the Securities and
Exchange Commission pursuant to Regulation S-K Item 304 as to whether Ernst &
Young agrees with the disclosure in this Form 8-K. This letter is attached
hereto as Exhibit "A".
The Company has provided the disclosure in this Form 8-K to
Pricewaterhouse and has given Pricewaterhouse an opportunity to provide a letter
addressed to the Securities and Exchange Commission.
EXHIBITS
16.1 * Letter on change in certifying accountant
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* Included herein.
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.
ENVIRONMENTAL SAFEGUARDS, INC.
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Date: July 13, 1999 By: /s/ James S. Percell
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James S. Percell, President
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INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter on Change in Certifying Accountant
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EXHIBIT 16.1
Letter from Ernst & Young LLP
[Letterhead of Ernst & Young LLP]
July 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 8, 1999 of Environmental Safeguards,
Inc. and are in agreement with the statements contained in the first sentence of
the first paragraph, and the second, third, fifth and seventh paragraphs on
pages 2 and 3 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
[Footer of letterhead of Ernst & Young]
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