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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
Date of Report (Date of earliest event reported) December 16, 1998
EARTHCARE COMPANY
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(Exact name of registrant as specified in its charter)
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Delaware 000-24685 58-2335973
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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14901 Quorum Drive, Suite 200, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
(972) 858-6025
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(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in the Company's Certifying Accountants
(a) Previous Independent Accountants
(i) On December 16, 1998, EarthCare Company (the "Company")
contacted representatives of Arthur Andersen LLP to inform them that their firm
would no longer be engaged as the principal accountant to audit the Company's
financial statements for the fiscal year ending December 31, 1998 and terminated
the relationship effective December 16, 1998.
(ii) Arthur Andersen's reports on the financial statements for
the past fiscal year did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to change accountants was recommended by
the Company's management and approved by the Company's Audit Committee and the
Company's Board of Directors.
(iv) In connection with its audits for the most recent fiscal
year ended December 31, 1997 and during the subsequent interim periods, there
have been no disagreements with Arthur Andersen on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
(v) During the Company's most recent fiscal year, no
"reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K) have
occurred.
(vi) The Company requested Arthur Andersen to furnish a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether or
not it agrees with the statements made by the Company in response to Item 304 of
Regulation S-K. Arthur Andersen's letter is included as an Exhibit to this Form
8-K.
(b) New Independent Accountants
(i) The Company engaged PriceWaterhouseCoopers as its new
independent accountants effective December 16, 1998. During the most recent
fiscal year and through December 16, 1998, the Company has not consulted with
PriceWaterhouseCoopers concerning their financial statements, including the
following items: an audit of the Company's financial statements as the principal
accountant, an audit of a significant subsidiary as an independent accountant,
the application of accounting principles to a specified transaction or the type
of audit opinion that might by rendered on the Company's financial statements or
any matter which concerned a disagreement or "reportable event" with the
previous independent accountants.
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Item 5. Other Events
On December 16, 1998, Bryan Rosborough was appointed as a member of
the Board of Directors of the Company (the "Board") to fill a vacancy on the
Board. In addition, the following persons were appointed to the following
committees of the Board:
(i) Executive Committee: Donald Moorehead, Terry Patrick, Raymond Cash
and William Hulligan.
(ii) Compensation Committee: Raymond Cash, Brian Rosborough and Gene
Roelke.
(iii) Audit Committee: Kenneth Peak, Gene Roelke and William Hulligan.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16.1 Letter dated December 21, 1998 from Arthur Andersen LLP
related to the change in certifying accountants.
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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 thereunto duly authorized.
EARTHCARE COMPANY
(Registrant)
Date: December 21, 1998 By: /s/ James E. Farrell
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James E. Farrell,
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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16.1 Letter dated December 21, 1998 from Arthur
Andersen LLP related to the change in
certifying accountants
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EXHIBIT 16.1
ARTHUR
ANDERSEN
December 21, 1998 _______________________
Arthur Andersen LLP
Office of the Chief Accountant _______________________
Securities and Exchange Commission Suite 2500
450 Fifth Street, NW 133 Peachtree Street NE
Washington, DC 20549 Atlanta GA 30303-1846
404 658 1776
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K of EarthCare Company (copy
attached) to be filed on December 21, 1998 with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Copy to:
Mr. James E. Farrell, EarthCare Company
