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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): April 10, 2000
GulfMark Offshore, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-22853 76-0526032
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(Commission File Number) (I.R.S. Employer Identification No.)
5 Post Oak Park, Suite 1170, Houston, Texas 77027
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(Address of Principal Executive Offices) (Zip Code)
(713)963-9522
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
(Exhibit Index Located on Page 3)
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ITEM 4 Changes in Registrant's Certifying Accountant
(a) On April 10, 2000, GulfMark Offshore, Inc. dismissed Arthur Andersen
LLP ("Arthur Andersen") as the Company's independent accountants. The
Company has engaged Ernst & Young LLP ("Ernst & Young") as its new
independent accountants effective immediately. The decision to change the
Company's independent accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of Directors.
(b) Arthur Andersen's reports on the Company's consolidated financial
statements for the years ended December 31, 1999 and 1998, respectively, did
not contain an adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope, or accounting
principles.
(c) During the two years ended December 31, 1999 and the subsequent
interim period preceding the decision to change independent accountants,
there were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make a reference to the subject
matter of the disagreement(s) in connection with its reports covering such
periods.
(d) During the two years ended December 31, 1999 and the subsequent
interim period preceding the decision to change independent accountants,
there were no "reportable events" (hereinafter defined) requiring disclosure
pursuant to Section 229.304(a)(1)(v) of Regulation S-K. As used herein, the
term "reportable event" means any of the items listed in paragraphs
(a)(1)(v)(A)-(D) of Section 304 of Regulation S-K.
(e) Effective April 10, 2000, the Company engaged Ernst & Young as its
independent accountants. During the two years ended December 31, 1999 and the
subsequent interim period preceding the decision to change independent
accountants, neither the Company nor anyone on its behalf consulted Ernst &
Young regarding either 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 consolidated financial
statements, nor has Ernst & Young provided to the Company a written report or
oral advice regarding such principles or audit opinion.
(f) The Company has requested that Arthur Andersen furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of the letter from Arthur
Andersen dated April 10, 2000 is filed as Exhibit 16 to this Form 8-K.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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16 Letter from Arthur Andersen LLP pursuant
to Item 304(a)(3) of Regulation S-K.
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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.
GulfMark Offshore, Inc.
Date: April 14, 2000 By: /s/ Edward A. Guthrie
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter from Arthur Andersen LLP pursuant
to Item 304(a)(3) of Regulation S-K.
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Exhibit 16
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 13, 2000
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated April 14, 2000 of GulfMark
Offshore, Inc. to be filed with the Securities and Exchange Commission and are
in agreement with the statements contained in paragraphs (b), (c), (d) and
(f). Since paragraphs (a) and (e) constitute representations of GulfMark
Offshore, Inc. management, we are not in a position to agree or disagree with
the statements contained therein.
Very truly yours,
Arthur Andersen LLP
Copy to:
Mr. Edward A. Guthrie, Executive Vice President
and Chief Financial Officer
GulfMark Offshore, Inc.
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