COMMODORE ENVIRONMENTAL SERVICES INC /DE/
8-K/A, 1996-12-24
REAL ESTATE
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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): December 11, 1996

                     COMMODORE ENVIRONMENTAL SERVICES, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                   0-10054                    87-0275043
  -----------------             ------------            -------------------
   (State or other              (Commission              (I.R.S. Employer
    jurisdiction                File Number)            Identification No.)
  of incorporation)

                        150 East 58th Street, Suite 3400
                            New York, New York 10155
                    ----------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (212) 380-5800
                                                   -----------------
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Item 4.  Changes in Registrant's Certifying Accountant

                (a)(1)(i)  The Registrant and its former auditors, Tanner + Co.
                           ("Tanner"), mutually agreed on December 11, 1996 to
                           terminate their relationship.

                (ii)       During the Registrant's past two fiscal years,
                           Tanner's reports on the Registrant's financial
                           statements neither contained any adverse opinions or
                           disclaimers of opinions nor were qualified or
                           modified as to uncertainty, except that Tanner's
                           auditors reports on the Registrant's consolidated
                           financial statements for the years ended December 31,
                           1995 and 1994 contained additional paragraphs
                           relating to the Registrant continuing as a going
                           concern due to the Registrant's significant losses
                           and deficit in working capital and the uncertainty
                           relating to the estimate of possible claims relating
                           to its captive insurance subsidiary relating to
                           asbestos abatement.

                (iii)      The decision to terminate its relationship with
                           Tanner was approved by the Board of Directors of the
                           Registrant.

                (iv)       During the past two fiscal years, there were no
                           disagreements with Tanner 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
                           Tanner, would have caused it to make reference to the
                           subject matter of the disagreements in connection
                           with its reports.

                (a)(2)     Pursuant to action approved by the Registrant's Board
                           of Directors, the Registrant retained Price
                           Waterhouse LLP as its auditors as of December 11,
                           1996.

                (a)(3)     The Registrant provided Tanner with the above
                           disclosures prior to filing this Current Report on
                           Form 8-K with the Commission, and is filing herewith
                           Tanner's response to those disclosures pursuant to
                           Item 304(a)(3) of Regulation S-K.

Item 7.  Financial Statements and Exhibits

                (a)          Exhibits

                Exhibit No.          Description

                  16                 Letter regarding Change in Certifying 
                                     Accountant.


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<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                COMMODORE ENVIRONMENTAL SERVICES, INC.

                                By:  /s/ Andrew P. Oddi
                                   ------------------------------------
                                         Andrew P.Oddi
                                         Vice President of Finance 
                                         & Administration and
                                         Chief Financial Officer

Date:    December 24, 1996

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<PAGE>   4
                                  EXHIBIT INDEX

Exhibit No.                    Description
- -----------                    -----------

16                             Letter regarding Change in Certifying Accountant.


                                        4



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                          [TANNER & COMPANY LETTERHEAD]

                                                                        LOGO



                                                        December 24, 1996



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



RE:   Commodore Environmental Services, Inc.
      File Ref. No. 1-10054



        We were previously the principal accountant for Commodore Environmental
Services, Inc. and under the date of February 6, 1996 except for notes B, G, J,
Q, and R, which are dated August 7, 1996, we reported on the consolidated
financial statements of Commodore Environmental Services, Inc. and subsidiaries
as of and for the years ended December 31, 1995 and 1994. On December 11, 1996,
our appointment as principal accountant was terminated. We have read Commodore
Environmental Services, Inc.'s statements included under Item 4 of its Form 8-K
dated December 11, 1996 and we agree with such statements.


                                        Sincerely,



                                        /s/ Tanner & Co.






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