<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
----------
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) November 11, 1999
--------------------------------------------
Orleans Homebuilders, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6830 59-0874323
- ---------------------------- ------------------------- ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Greenwood Square, 3333 Street Road, Suite 101, Bensalem, PA 19020
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215)245-7500
----------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 11, 1999, KPMG LLP ("KPMG"), the Registrant's principal
independent accountants, were dismissed and PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") was engaged as the Registrant's principal independent
accountants for the fiscal year ending June 30, 2000. The decision to dismiss
KPMG and engage PricewaterhouseCoopers was approved by the Audit Committee of
the Board of Directors of the Company.
The reports of KPMG and PricewaterhouseCoopers (collectively, the
"Former Accountants") on the two fiscal years ended June 30, 1999 and 1998,
respectively, contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with their audits for the two fiscal years ended June 30,
1999 and 1998 and through November 11, 1999, there have been no disagreements
with the Former Accountants on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures, which
disagreements if not resolved to the satisfaction of the Former Accountants
would have caused them to make reference thereto in their reports on the
financial statements for such years.
During the two fiscal years ended June 30, 1999 and 1998 and through
November 11, 1999, there were no "reportable events" as defined by Item 304
(a)(1)(v) of Regulation S-K.
The Registrant has requested that KPMG furnish it with a letter
addressed to the U.S. Securities and Exchange Commission stating whether or not
it agrees with the above statements. A copy of such letter has been filed as an
exhibit to this filing on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16 - Letter dated November 17, 1999, from KPMG LLP, the
Registrant's former principal accountant.
<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.
ORLEANS HOMEBUILDERS, INC.
November 17, 1999 By: /s/ Joseph A. Santangelo
-------------------------------------------------
Joseph A. Santangelo
Chief Financial Officer, Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
16 Letter dated November 17, 1999 from KPMG LLP to the United States
Securities and Exchange Commission
<PAGE>
Exhibit 16
November 17, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Orleans Homebuilders, Inc. and
under the date of October 11, 1999, we reported on the consolidated financial
statements of Orleans Homebuilders, Inc. and subsidiaries as of and for the year
ended June 30, 1999. On November 11, 1999, our appointment as principal
accountants was terminated. We have read Orleans Homebuilders, Inc.'s statements
included under Item 4 of its Form 8-K dated November 17, 1999, and we agree with
such statements, except that we are not in a position to agree or disagree with
Orleans Homebuilders, Inc.'s statement that the change was approved by the audit
committee of the board of directors and we are not in a position to agree or
disagree with Orleans Homebuilders, Inc.'s statement regarding discussion of
matters prior to our appointment as principal accountants on October 5, 1999.
Very truly yours,
/s/ KPMG LLP
- --------------------------
