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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): April 14, 1997
TERRITORIAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-9617 84-0821158
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
450 Sam Houston Parkway, #140, Houston, Texas 77060
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 931-0604
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
None
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 14, 1997, Territorial Resources, Inc. (the "Company")
dismissed Hein + Associates LLP, as its principal independent accounting firm.
The report of such accounting firm during neither of the past two years
contained an adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope or accounting principles. There were no disagreements
with such accounting firm on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. The decision to
change accountants was recommended by the Audit Committee of the Board of
Directors and by the Board of Directors of the Company.
The Company has proposed that, at the annual meeting of shareholders of the
Company to be held on April 30, 1997, the shareholders ratify the appointment of
Price Waterhouse, Calgary, Alberta, Canada, as the principal accountant to audit
the Company's financial statements.
ITEM 5. OTHER EVENTS
None
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
None
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( b) Pro forma financial information.
None
(c) Exhibits.
16.1 Letter of Hein + Associates LLP
ITEM 8. CHANGE IN FISCAL YEAR.
None
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
None
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.
TERRITORIAL RESOURCES, INC.
Date: April 23, 1997 By:/s/ Daniel A. Mercier
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Chairman of the Board and
Chief Executive Officer
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Exhibit 16.1
April 23, 1997
Securities and Exchange Commission
Washington, D.C. 20549
We were previously principal accountants for Territorial Resources, Inc.
(Commission File No. 0-9617) and we reported on the financial statements of
Territorial Resources, Inc. as of and for the year ended March 31, 1996 and
1995. On April 14, 1997, our appointment as principal accountants was
terminated. We have read Territorial Resources, Inc.'s statements included
under Item 4 of its Form 8-K dated April 14, 1997, and we agree with such
statements.
Respectfully,
/s/ Hein + Associates LLP
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Hein + Associates LLP
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