<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA/AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 13, 1995
Thor Energy Resources, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7191 59-1232278
------------------ ------------------- ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
719 West Front St. Tyler, Texas 75702
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (903) 533-9111
Page 1 of 7 pages.
Index to Exhibits appears on page 5.
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 13, 1995, Thor Energy Resources, Inc. (the "Company")
dismissed Hein & Associates ("Hein") as the Company's principal independent
accountant and Weaver and Tidwell was engaged (subject to the approval of the
United States Bankruptcy Court for the Eastern District of Texas (the
"Bankruptcy Court")) to replace Hein as the principal independent accountant
for the Company. The decision to change accountants was recommended by the
Company's Audit Committee following a review of potential auditors for the 1995
fiscal year and the status of the Company's litigation and was approved by the
Company's Board of Directors.
The Hein reports on the financial statements of the Company for the
past two fiscal years did not contain any adverse opinion or disclaimer of
opinion, nor were such opinions modified as to uncertainty, audit scope or
accounting principles, except that Hein's report on the Company's audited
financial statements for the year ended January 31, 1994, was modified with a
note stating that there was uncertainty as to the outcome of certain litigation
brought against the Company by a former officer and director. See "Item 5.
Other Events."
There were no disagreements with Hein on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the Hein's satisfaction, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report. Hein has not advised the Company that (i) internal controls
necessary to develop reliable financial statements did not exist, (ii)
information had come to the attention of Hein that made them unwilling to rely
on management's representations, or unwilling to be associated with the
financial statements prepared by management or (iii) the scope of the audit
should have been expanded significantly, or information had come to Hein's
attention that it concluded would, or if further investigated might have,
materially impacted the fairness or reliability of a previously issued audit
report or the underlying financial statements or the financial statements
issued or to be issued covering the fiscal period subsequent to the date of the
most recent audited financial statements (including information that might have
precluded the issuance of an unqualified audit report) and the issue was not
resolved to Hein's satisfaction prior to its resignation or dismissal.
The Company has not consulted Weaver and Tidwell regarding the
application of accounting principles to a specific completed or contemplated
transaction or the type of audit opinion that might be rendered on the
Company's financial statements and neither written or oral advice was provided
by Weaver and Tidwell that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue. Additionally, the Company has not consulted Weaver and Tidwell with
regard to the litigation described above. The engagement is subject to
Bankruptcy Court approval.
ITEM 5. OTHER EVENTS
Not Amended.
2
<PAGE> 3
ITEM 7(C). EXHIBITS
Exhibit 16.1 Letter to the Company from Hein + Associates
dated March 16, 1995.(1)
Exhibit 16.1(a) Letter to the Company from Hein + Associates dated
March 28, 1995.(2)
Exhibit 99.1 Order on Motion to Approve Compromise and Settlement
of Advisory Proceeding.(1)
(1) Previously filed with Form 8-K Current Report dated March 13, 1995.
(2) Filed herewith.
3
<PAGE> 4
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.
THOR ENERGY RESOURCES, INC.
Date: March 29, 1995 By:/s/ David M. Fender
-------------------------------
David M. Fender,
President and
Chief Executive Officer
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequentially
----------- ----------- ------------
Numbered
--------
Page
----
<S> <C> <C>
16.1 Letter to the Company from Hein + Associates dated March
16, 1995.(1)
16.1(a) Letter to the Company from Hein + Associates dated March 6
28, 1995.(2)
99.1 Order on Motion to Approve Compromise and Settlement of
Advisory Proceeding(1)
----------
</TABLE>
(1) Previously filed Form 8-K Current Report dated March 13, 1995.
(2) Filed herewith.
5
<PAGE> 1
Exhibit 16.1(a)
6
<PAGE> 2
HEIN + ASSOCIATES, LLP
Certified Public Accountants and Consultants
with offices in Denver, Houston and Los Angeles
Telephone (214) 458-2296
Fax (214) 788-4943
12770 Coit Road, Suite 1150
Dallas, Texas 75251
March 28, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
We have read Item 4 of the Thor Energy Resources, Inc. Form 8-KA/Amendment No.
1 (Commission File Number (1-7191) dated March 29, 1995, and concur with the
statements made therein that apply to us.
Very truly yours,
/s/Hein + Associates, LLP
HEIN + ASSOCIATES, LLP
cc: Thor Energy Resources, Inc.
7
