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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) MAY 13, 1994
(MAY 10, 1994)
CORNERSTONE NATURAL GAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-11994 74-1952257
(Commission (IRS Employer
File Number) Identification No.)
8080 N. CENTRAL EXPRESSWAY
SUITE 1200
DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 691-5536
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ITEM 4. Changes in Registrant's Certifying Accountant
1. On May 10, 1994, the Board of Directors of CORNERSTONE NATURAL GAS, INC.,
voted to dismiss Ernst & Young as the Company's independent accountants and to
appoint Arthur Andersen & Co. as the Company's independent accountants,
effective May 10, 1994.
2. During the Company's two most recent fiscal years ending December 31, 1993,
Ernst & Young's reports on the Company's financial statements contained no
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles, except as follows:
Ernst & Young's report dated April 13, 1993, on the Company's financial
statements for the two years ended December 31, 1992, contained the
following statements:
As described in the third paragraph of the Auditors report, "..There are
significant uncertainties as to what future actions the U.S. Bankruptcy
Court, creditors, the Lenders, the preferred stockholders, or other
interested parties may take that could affect the ability of Endevco, Inc.
to continue operating as a debtor-in-possession. These conditions create
substantial doubt about the Company's ability to continue as a going
concern."
3. During the Company's two most recent fiscal years ending December 31, 1993,
and through May 10, 1994, there were no disagreements with Ernst & Young on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure which disagreements, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.
4. During the Company's two most recent fiscal years and through May 10, 1994,
there have been no reportable events with respect to Ernst & Young as required
by Item 304 (a)(1)(v) of Regulation S-K.
5. On May 10, 1994, the Company engaged Arthur Andersen & Co. as its principal
accountants to audit the Company's financial statements. During the Company's
two most recent years and through May 10, 1994, the Company has not consulted
with Arthur Andersen & Co. on items which (1) concerned the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements or (2) concerned the subject matter of a disagreement or reportable
event with Ernst & Young.
6. The Company has requested Ernst & Young to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young agrees with the
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statements contained in the second, third and fourth paragraphs above. A copy of
the letter from Ernst & Young to the Securities and Exchange Commission is filed
as Exhibit 1 hereto.
ITEM 7: Financial Statements and Exhibits
1. Letter from Ernst & Young to the Securities and Exchange Commission
dated May 13 , 1994.
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.
CORNERSTONE NATURAL GAS, INC.
(Registrant)
Dated: May 13, 1994 /s/ Ray C. Davis
Ray C. Davis
Chairman of the Board and
Chief Executive Officer
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Exhibit 1 to Form 8-K
May 13, 1994
Securties and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 13, 1994, of Cornerstone Natural Gas,
Inc. and are in agreement with the statements contained in the second, third and
fourth paragraphs on page 2 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ Ernst & Young
