DORCHESTER HUGOTON LTD
8-K, 1998-04-07
CRUDE PETROLEUM & NATURAL GAS
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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): April 3, 1998



                            DORCHESTER HUGOTON, LTD.
             (Exact Name of registrant as specified in its charter)



                                      TEXAS
                 (State or Other Jurisdiction of Incorporation)


         0-10697                                          75-1829064
(Commission File Number)                   (I.R.S. Employer Identification No.)


         1919 S. Shiloh Road, Suite 600 - LB 48, Garland, TX 75042-8234
                     (Address of principal executive office)


                                  (972)864-8610
                         (Registrant's Telephone Number)


<PAGE>


Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) SECTION 304 (a) (1):

     (i)  On April 3, 1998, Dorchester Hugoton, Ltd. (the Partnership) dismissed
          the accounting firm of Coopers & Lybrand,  L.L.P.,  Dallas, Texas, who
          have acted as certifying accountants for the Partnership for the years
          ending December 31, 1982 through December 31, 1997.

     (ii) None of the prior certifying accountants' reports on the Partnership's
          financial  statements  for the past two  years  contained  an  adverse
          opinion or disclaimer of opinion,  or were qualified or modified as to
          uncertainty, audit scope or accounting principle.

     (iii)The change of principal  accountants was approved by the Partnership's
          Audit Committee on March 26, 1998.

     (iv) In connection with its audits for the two most recent fiscal years and
          through April 3, 1998, there have been no disagreements with Coopers &
          Lybrand,  L.L.P.,  on any matter of accounting  principle or practice,
          financial statement disclosure, or auditing scope or procedure,  which
          disagreements,  if not  resolved  to the  satisfaction  of  Coopers  &
          Lybrand,  L.L.P., would have caused said accountants to make reference
          to the subject  matter of such  disagreements  in their reports on the
          financial statements for such years.

     (v)  The Registrant has requested that Coopers & Lybrand, L.L.P. furnish it
          with a letter  addressed to the  Securities  and  Exchange  Commission
          stating whether or not it agrees with the above statements.  A copy of
          such letter, dated April 6, 1998, is filed as Exhibit 4.0 to this Form
          8-K.

(b) SECTION 304 (a)(2):

     (2)  Effective  April 3, 1998, the  Partnership  has engaged the accounting
          firm of  Grant  Thornton  LLP,  Dallas,  Texas,  to act as  certifying
          accountants for the year ending December 31, 1998.

     (i)  There were no written or oral consultations  regarding the application
          of  accounting  principles  to a specific  completed  or  contemplated
          transaction, or to the type of audit opinion that might be rendered in
          the Partnership's decision to change accounting firms.

     (ii) (not applicable)

ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  The following exhibits are filed with this report.

     16  Statement  of  prior   certifying   accountant   in  response  to  the
          information disclosed herein.



<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.


                                             DORCHESTER HUGOTON, LTD.





                                              By:/s/Kathleen A.Rawlings
                                              --------------------------------
                                              Kathleen A. Rawlings, Controller

Dated:  April 7, 1998



                                                  EXHIBIT 16

April 6, 1998

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Commissioners:

We have read the statements made by Dorchester  Hugoton,  Ltd. (copy  attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the  Partnership's  Form 8-K report for the month of April,
1998. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ Coopers & Lybrand L.L.P.

<PAGE>


Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) SECTION 304 (a) (1):

     (i)  On April 3, 1998, Dorchester Hugoton, Ltd. (the Partnership) dismissed
          the accounting firm of Coopers & Lybrand,  L.L.P.,  Dallas, Texas, who
          have acted as certifying accountants for the Partnership for the years
          ending December 31, 1982 through December 31, 1997.

     (ii) None of the prior certifying accountants' reports on the Partnership's
          financial  statements  for the past two  years  contained  an  adverse
          opinion or disclaimer of opinion,  or were qualified or modified as to
          uncertainty, audit scope or accounting principle.

     (iii)The change of principal  accountants was approved by the Partnership's
          Audit Committee on March 26, 1998.

     (iv) In connection with its audits for the two most recent fiscal years and
          through April 3, 1998, there have been no disagreements with Coopers &
          Lybrand,  L.L.P.,  on any matter of accounting  principle or practice,
          financial statement disclosure, or auditing scope or procedure,  which
          disagreements,  if not  resolved  to the  satisfaction  of  Coopers  &
          Lybrand,  L.L.P., would have caused said accountants to make reference
          to the subject  matter of such  disagreements  in their reports on the
          financial statements for such years.

     (v)  The Registrant has requested that Coopers & Lybrand, L.L.P. furnish it
          with a letter  addressed to the  Securities  and  Exchange  Commission
          stating whether or not it agrees with the above statements.  A copy of
          such letter, dated April x, 1998, is filed as Exhibit 4.0 to this Form
          8-K.

(b) SECTION 304 (a)(2):

     (2)  Effective  April 3, 1998, the  Partnership  has engaged the accounting
          firm of  Grant  Thornton  LLP,  Dallas,  Texas,  to act as  certifying
          accountants for the year ending December 31, 1998.

     (i)  There were no written or oral consultations  regarding the application
          of  accounting  principles  to a specific  completed  or  contemplated
          transaction, or to the type of audit opinion that might be rendered in
          the Partnership's decision to change accounting firms.

     (ii) (not applicable)

ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  The following exhibits are filed with this report.

     16  Statement  of  prior   certifying   accountant   in  response  to  the
          information disclosed herein.






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