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): March 9, 1998 (March 4, 1998)
TEXOIL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
0-12633
(COMMISSION FILE NUMBER)
NEVADA 88-0177083
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
110 CYPRESS STATION DRIVE, SUITE 220
HOUSTON, TEXAS 77090
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(281) 537-9920
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
1600 SMITH STREET, SUITE 4000
HOUSTON, TEXAS 77002
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(A) PREVIOUS INDEPENDENT ACCOUNTANTS
Texoil, Inc. (the "Company") dismissed BDO Seidman LLP ("BDO") as
its principal independent accountant on March 4, 1998.
The reports of BDO on the Company's financial statements for the
last two fiscal years did not contain an adverse opinion or a disclaimer
of opinion, nor was such opinion qualified or modified as to uncertainty,
audit scope, or accounting principles except that it was modified as to
uncertainty as follows:
"The Company has suffered recurring operating losses and has a
working capital deficit that raise substantial doubt about its
ability to meet future expenditure obligations necessary to fully
evaluate and develop its oil and gas properties and to continue as a
going concern. The consolidated financial statements do not reflect
any adjustments that might result from the outcome of these
uncertainties. In this regard the Company entered into the financing
arrangement described in NOTE 4 in order to meet its working capital
requirements and to pursue its exploration opportunities. Despite
the Company's successful efforts to obtain initial financing for its
1997 exploratory drilling program there can be no assurance that
such financing will be sufficient to fully fund the drilling program
or that the results of drilling operations will be successful."
The decision to change accountants was approved by the Company's
Audit Committee.
In connection with its audits for the two most recent fiscal years
and subsequent interim period preceding the replacement of BDO, the
Company had no disagreements with BDO 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
BDO would have caused them to make reference thereto in their report on
the financial statements for such years.
The Company has provided BDO a copy of the disclosures made under
this Item 4(a) of this Report, and BDO has furnished the Company with a
letter addressed to the Commission stating that it agrees with the
statement made by the Company in response to this Item.
(B) NEW INDEPENDENT ACCOUNTANTS
The Company has engaged Arthur Anderson LLP as its independent
accountants as of March 4, 1998. The Company did not consult Arthur
Anderson LLP on any accounting,
2
<PAGE>
auditing or financial reporting issue during its two most recent fiscal
years or through March 4, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
16.1 -- Letter dated March 9,1998 from BDO Seidman LLP to the
Securities and Exchange Commission (filed herewith)
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.
TEXOIL, INC.
March 9, 1998 /S/ FRANK A. LODZINSKI
Frank A. Lodzinski,
President and Chief Executive Officer
3
EXHIBIT 16.1
[BDO Seidman LLP]
March 9, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K
for the event that occurred on March 4, 1998, to be filed by our former client,
Texoil, Inc. We agree with the statements made in response to that Item insofar
as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman LLP
BDO Seidman LLP
