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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): May 19, 1998
Cheniere Energy, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9092 95-4352386
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(Commission File Number) (IRS Employer Identification No.)
Two Allen Center
1200 Smith Street Suite 1740
Houston, Texas 77002-4312
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (713) 659-1361
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None
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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
Cheniere Energy, Inc. ("Cheniere" or the "Company") is a development stage
company, which has for the past two years focused its business activities on the
acquisition of 3D seismic information, the processing of that information and
the interpretation of that data to identify oil and gas prospects which might be
drilled in order to discover and produce oil and gas. As Cheniere enters the
lease acquisition and drilling phases of its exploration project, it anticipates
an increasing level of activity and it contemplates accessing the public
securities markets to satisfy its capital requirements. Accordingly, the
Company has elected to engage a Big Six accounting firm, Price Waterhouse LLP,
to serve as its independent accountants effective May 19, 1998. The independent
accountants of the Company for the most recent two fiscal years, Merdinger,
Fruchter, Rosen & Corso, P.C. ("MFRC"), have been replaced by the Company
effective May 19, 1998. The decision to change accountants was recommended by
the Company's audit committee and approved by its board of directors.
The reports of MFRC on the financial statements 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. During the two most recent fiscal years, and the interim periods
prior to the replacement of MFRC there were no disagreements with MFRC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of MFRC,
would have caused MFRC to make reference to the subject matter of disagreement
in connection with its report.
During the two most recent fiscal years, and the interim periods prior to
the replacement of MFRC, the Company had no relationship with Price Waterhouse
LLP.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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16 Letter from Merdinger, Fruchter, Rosen & Corso, P.C.
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 thereunto duly authorized.
CHENIERE ENERGY, INC.
By: /s/ DON A. TURKLESON
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Don A. Turkleson
Chief Financial Officer,
Treasurer and Secretary
Date: May 22, 1998
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Exhibit No. 16
[Letterhead of Merdinger, Fruchter, Rosen & Corso, P.C.]
May 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Cheniere Energy, Inc.
File Ref. No. 0-9092
We were previously the principal accountants for Cheniere Energy, Inc., and
under the date of September 12, 1997, we reported on the consolidated financial
statements of Cheniere Energy, Inc. and Subsidiaries as of and for the year and
initial period ended August 31, 1997 and 1996, respectively. On May 19, 1998
our appointment as principal accountants was terminated. We have read Cheniere
Energy, Inc.'s statements included under Item 4 of its Form 8-K dated May 19,
1998, and we agree with such statements.
Very truly yours,
/s/ Merdinger, Fruchter, Rosen & Corso, P.C.
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MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
