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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
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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) September 13, 1999
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Orleans Homebuilders, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-6830 59-0874323
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Greenwood Square, 3333 Street Road, Suite 101, Bensalem, PA 19020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215)245-7500
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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.
On September 13, 1999, PricewaterhouseCoopers LLP, the Registrant's
independent accountants (the "Former Accountants"), resigned from their
engagement as principal accountants for the Registrant. The Former Accountants
resigned due to a question about their independence under SEC regulations. The
issue related to the fact that the sister of the President and Chief Operating
Officer of the Registrant was employed by the Philadelphia office of the Former
Accountants in their Health Care Consulting Practice. While not connected in any
way to the audit of the Registrant, under the rules of the SEC, her
responsibilities would qualify her as a "manager" in the geographic office
performing a substantial portion of the audit of the Registrant. Accordingly,
the Former Accountants concluded that, under current SEC rules and
interpretations, they were no longer independent with respect to the Registrant.
The Former Accountants reports on the two fiscal years ended June 30,
1998 and 1997, 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 its audits for the two fiscal years ended June 30,
1998 and 1997 and through September 13, 1999, there have been no disagreements
with the Former Accountants 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 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, 1998 and 1997 and through
September 13, 1999, there were no "reportable events" as defined by Item
304(a)(1)(v) of Regulation S-K.
The decision to change accountants was approved by the Audit Committee
of the Board of Directors and the Board of Directors of the Registrant.
The Registrant requested that the Former Accountants furnish it with a
letter addressed to the United States Securities and Exchange Commission stating
whether or not the Former Accountants agree 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 September 20, 1999 from
PricewaterhouseCoopers LLP to the United States
Securities and Exchange Commission
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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.
ORLEANS HOMEBUILDERS, INC.
September 20, 1999 By: /s/ Joseph A. Santangelo
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Joseph A. Santangelo
Chief Financial Officer, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter dated September 20, 1999 from PricewaterhouseCoopers LLP to
the United States Securities and Exchange Commission
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Exhibit 16
September 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Orleans Homebuilders, Inc. to be filed with
the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form
8-K report to be filed on September 20, 1999. We agree with the statements
concerning our firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
