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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): MARCH 19, 1999
POTOMAC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 0-9474 73-1088064
(State or jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2601 NORTHWEST EXPRESSWAY, SUITE 1100W
OKLAHOMA CITY, OKLAHOMA 73112-7293
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (405) 840-1427
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
1) Effective March 19, 1999, Potomac Energy Corporation dismissed Murrell,
Hall, McIntosh & Co., PLLP ("MHM & Co.") as the Company's independent
accountants. Upon the recommendation and approval of the Company's Board of
Directors the Company appointed Smith Carney & Co., P.C. as the Company's
independent accountants, effective March 19, 1999.
2) MHM & Co.'s report on the Company's 1997 consolidated financial statements
contained no adverse opinion or disclaimer of opinion, nor was it qualified
or modified, as to uncertainty audit scope, or accounting principles.
3) There have been no disagreements with MHM & Co. 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 MHM &
Co. would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
4) There have been no reportable events with respect to Potomac Energy
Corporation as described at Item 304 of Regulation S-K.
5) On March 19, 1999, the Company engaged Smith Carney & Co., P.C. as its
principal accountants to audit the Company's consolidated financial
statements. The Company has not previously consulted with Smith Carney & Co.,
P.C. on items which (1) concerned 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 financial statements or (2)
concerning any subject matter of a disagreement or reportable event with MHM
& Co.
6) The Company is submitting a letter from MHM & Co. addressed to the
Securities and Exchange Commission stating whether MHM & Co. agrees with
the statements contained herein concerning their firm.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits.
16.1 Letter of Murrell, Hall, McIntosh & Co., PLLP addressed to the
Commission dated March 26, 1999.
1
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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.
POTOMAC ENERGY CORPORATION
(Registrant)
By: /s/ Carl W. Swan
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Carl W. Swan
Chief Executive Officer
Due: March 26, 1999
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[Letterhead]
EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
March 26, 1999
Gentlemen:
We have read the statements made by Potomac Energy Corporation (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for
the month of March, 1999. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
Murrell, Hall, McIntosh & Co., PLLP
