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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) July 23, 1999
Commission File No. 0-22191
CCA COMPANIES INCORPORATED
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(Exact Name of Registrant)
Delaware 65-0675901
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9130 S. Dadeland Blvd.
Suite 1602
Miami, FL 33156
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(Address of Principal Executive Offices)
(305) 670-3838
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(Registrant's Telephone Number, Including Area Code)
3250 Mary St., Suite 405, Coconut Grove, FL 33133
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(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
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Item 4. Change in Registrant's Certifying Accountants
(a)(1)(i) On July 23, 1999, CCA Companies Incorporated (the "Company") received
a letter from its principal accountants, BDO Seidman, LLP ("BDO") notifying the
Company of their resignation as independent accountants for the Company.
(a)(1)(ii) BDO's report for the year ended June 30, 1998, the first fiscal year
of BDO's engagement as the Company's principal accountants, did not contain any
adverse opinion or disclaimer of opinion nor was it qualified or modified as to
uncertainty with respect to audit scope or accounting principles. The
accountant's report for the year ended June 30, 1998 contained an explanatory
paragraph which stated that the Company's dependence on outside financing,
recurring losses since inception and significant outflows of cash from
operations raised substantial doubt about its ability to continue as a going
concern.
(a) (1)(iii) The Company is currently in discussions with a successor accounting
firm but has not yet engaged any firm.
(a)(1)(iv) During the Company's year ended June 30, 1998 and any subsequent
interim period preceding BDO's resignation, there were no disagreements with BDO
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of BDO would have caused them to make reference to the
subject matters of the disagreements in connection with its report.
(a)(1)(v) During the Company's year ended June 30, 1998 and any subsequent
interim period preceding this report, BDO did not advise the Company with
respect to any of the matters described in paragraphs (a)(1)(v)(A) through (D)
of Item 304 or Regulation S-K.
(a) (2) The Company has not yet selected a successor accounting firm to BDO and
the Board of Directors of the Company have not approved the engagement of any
successor firm.
(a)(3) The Company has provided BDO with a copy of the foregoing disclosures and
has requested in writing that BDO furnish it with a letter addressed to the SEC
stating whether or not it agrees with such disclosures. A copy of such letter is
filed as an exhibit to this report in accordance with Item 601 of Regulation
S-K.
Item 7. Financial Statements and Exhibits:
(a) Not applicable
(b) Not applicable
(c) The letter of BDO is filed as an exhibit to this report in accordance
with the provisions of Item 601 of Regulation S-K.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CCA COMPANIES INCORPORATED
Dated: September 3, 1999 By: /s/ Dallas R. Dempster
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Dallas R. Dempster
Chief Executive Officer and President
By: /s/ Miles R. Greenberg
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Miles R. Greenberg
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 16.1 Letter of BDO Seidman, LLP dated August 31, 1999
concerning their review and comments with respect to
the Item 4 disclosures contained in this Form 8-K.
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TYPE: EX-16.1
: SEQUENCE>2
EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on July 23, 1999, to be filed by our former client,
Conserver Corporation of America. We agree with the statements made in response
to that item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Miami, Florida
August 31, 1999
