<PAGE>
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): July 3, 1996
Cheniere Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-9092 95-4352386
(Commission File Number) (IRS Employer Identification No.)
Two Allen Center
1200 Smith Street
Houston, Texas 77002
- ---------------------- -------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (713)659-1361
------------------
None
-----------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On July 3, 1996 Cheniere Operating consummated the transactions (the
"Reorganization") contemplated in the Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated April 16, 1996 between Cheniere Operating and
Bexy Communications, Inc., a publicly held Delaware corporation ("Bexy"). Under
the terms of the Reorganization Agreement, Bexy transferred its existing assets
and liabilities to Mar Ventures Inc., its wholly-owned subsidiary ("Mar
Ventures"), Bexy received 100% of the outstanding shares of Cheniere Operating
(which aggregated 824.2422 common shares outstanding prior to a 10,000 to 1
stock split which was effected immediately prior to the reorganization) and the
former shareholders of Cheniere Operating received 8,242,422 newly issued shares
of Bexy common stock, representing 93% of the then issued and outstanding Bexy
shares. Immediately following the Reorganization, the Original Bexy Stockholders
held the remaining 600,945 (7%) of the outstanding Bexy stock. As a result of
the completion of the share exchange a change in the control of the Company
occurred. The transaction has been accounted for as a recapitalization of
Cheniere Operating. In accordance with the terms of the Reorganization
Agreement, Bexy changed its name to Cheniere Energy, Inc. Subsequently, the
Company distributed the outstanding capital stock of Mar Ventures to the
original holders of Bexy common stock.
Prior to the Reorganization, Bexy had retained Farber & Hass as Bexy's
independent auditors and Cheniere Operating had retained Merdinger, Fruchter,
Rosen & Corso P.C. as Cheniere Operating's independent auditors. Due to the
fact that it was the business of Cheniere Operating, and not Bexy, which
survived the Reorganization, management of Cheniere deemed it to be in the best
interest of Cheniere to continue Cheniere Operating's relationship with
Merdinger, Fruchter, Rosen & Corso P.C. and to terminate Cheniere Operating's
relationship with Farber & Hass as of July 3, 1996.
The reports of Farber & Hass on the financial statements of Bexy for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
The decision to change accountants was not formally approved by the
board of directors of Cheniere, due to the fact that management of Cheniere did
not consider the dismissal of Farber & Hass and the continuation of Cheniere
Operating's relationship with Merdinger, Fruchter, Rosen & Corso P.C. to be a
substantive change in accountants.
During the two most recent fiscal years of Bexy, and the interim period
prior to dismissal of Farber & Hass, there were no disagreements with Farber &
Hass on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Farber &
<PAGE>
Hass, would have caused Farber & Hass to make reference to the subject matter of
the disagreement in connection with its report.
At no time prior to the Reorganization did Bexy have any relationship
with Merdinger, Fruchter, Rosen & Corso P.C.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Each of the following exhibits is filed herewith:
99 -- Farber & Hass letter.
<PAGE>
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.
CHENIERE ENERGY, INC.
By: /s/ KEITH F. CARNEY
----------------------------
Keith F. Carney
Chief Financial Officer
Date: June 9, 1997
<PAGE>
[LETTERHEAD OF FARBER & HASS APPEARS HERE]
May 29, 1997
Mr. William D. Forster
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street
Houston, TX 77002
We have read the Form 8-K dated July 3, 1996 regarding the change in
Registrant's Certifying Accountant and concur with the representations made
therein.
/s/ FARBER & HASS
cc: Chief Accountant
Securities and Exchange Commission
Washington, D.C. 20549
