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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 6, 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 year ended December 31, 1997 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 audits of the Company's consolidated financial
statements for the year ended December 31, 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 August 6, 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 August 6, 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 6, 1998 RAINTREE RESORTS INTERNATIONAL, INC.
By: /s/ George Stroesenreuther
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George Stroesenreuther
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INDEX TO EXHIBITS
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Exhibit Number and Description Page
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16. Ernst & Young LLP letter to the Securities and Exchange Commission dated
August 6 1998................................................................
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[ERNST & YOUNG LLP LETTERHEAD]
August 6, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 6, 1998, of Raintree Resorts
International, Inc. and are in agreement with the statements contained in the
first four paragraphs on page one therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ ERNST & YOUNG LLP
