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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): August 3, 1998
RAINTREE RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-49065 76-0549149
(State of incorporation) (Commission File Number) (I.R.S. employer
identification no.)
10000 MEMORIAL DRIVE, SUITE 480
HOUSTON, TEXAS
77024
(Address of principal executive offices)
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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
The audit committee of the Board of Directors of the Company (the "Audit
Committee") approved the engagement of Arthur Andersen LLP as its independent
auditors for the fiscal year ending December 31, 1998. Concurrently, the Audit
Committee determined to dismiss Ernst & Young LLP, the Company's former
independent auditors. The Company notified both Ernst & Young LLP and Arthur
Andersen LLP of the dismissal of Ernst & Young LLP and the engagement of Arthur
Andersen LLP on July 27, 1998.
The reports of Ernst & Young LLP on the Company's consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, nor was there any event of the type
requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.
In connection with the audit of the Company's consolidated financial statements
for the fiscal year ended 1997, and in the subsequent interim period, there were
no disagreements with Ernst & Young LLP on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the matter in their report.
The Company has provided Ernst & Young LLP with a copy of the disclosures
contained in this report, and has requested Ernst & Young LLP to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated July ___, 1998 is filed as Exhibit 16.
The Company confirms that neither it nor anyone acting on its behalf has
consulted Arthur Andersen LLP regarding any of the matters referred to in Item
304(a)(2) of Regulation S-K prior to their engagement.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16 Ernst & Young LLP letter to the Securities and Exchange
Commission dated July ___, 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.
Date: August 3, 1998 RAINTREE RESORTS INTERNATIONAL, INC.
By: /s/ Douglas Y. Bech
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Chairman
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