FLUOR DANIEL GTI INC
8-K, 1996-12-18
HAZARDOUS WASTE MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 12, 1996


                             FLUOR DANIEL GTI, INC.
               (Exact Name of Registrant as Specified in Charter)


        DELAWARE                       0-15067               02-0324047
(State or Other Jurisdiction         (Commission           (IRS Employer
    of Incorporation)                File Number)       Identification No.)


      100 RIVER RIDGE DRIVE, NORWOOD, MASSACHUSETTS              02062
        (Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code:  (617) 769-7600








ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.

         On December  12,  1996,  Fluor  Daniel  GTI,  Inc.  (the  "Registrant")
dismissed the  accounting  firm of Coopers & Lybrand LLP ("C&L") and engaged the
accounting firm of Ernst & Young LLP ("E&Y") to be the Registrant's auditors for
the current fiscal year, which ends October 31, 1997. The Registrant's  Board of
Directors approved the decision to change accountants upon the recommendation of
the Registrant's Audit Committee. The Registrant has not consulted with E&Y with
respect to any accounting, auditing or financial reporting issue.

         E&Y  serve as  auditors  for the  Registrant's  parent  company,  Fluor
Corporation,   and  Fluor   Corporation's   former   subsidiary,   Fluor  Daniel
Environmental  Services,  Inc.  ("FDESI"),  which was  merged  with and became a
subsidiary of the Registrant on May 10, 1996 (the "Merger").

         On July 26, 1995,  the  Registrant had dismissed E&Y and engaged C&L to
be the Registrant's  auditors for the fiscal year ended April 27, 1996. C&L also
were engaged to be the auditors  for the  transition  period May 1, 1996 through
October 31, 1996,  which resulted from the  Registrant  changing its fiscal year
end to October 31, the fiscal year-end of Fluor Corporation.

         During   the   period  of   engagement   of  C&L  there  have  been  no
"disagreements"  between  the  Registrant  and C&L on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, or any "reportable events", as those terms are defined in Item 304 of
Regulation S-K.

         C&L's  reports on the  financial  statements  for the fiscal year ended
April 27, 1996 and the  transition  period ended  October 31, 1996  contained no
adverse  opinion or  disclaimer of opinion and were not qualified or modified as
to uncertainty,  audit scope or accounting principles.  The Registrant will file
C&L's report for the  transition  period ended  October 31, 1996 with its Annual
Report on Form 10-K, which is due January 29, 1997.








ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.

              16.1  Letter from Coopers & Lybrand LLP pursuant to Item 304(a)(3)
                    of Regulation S-K.







                                   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.


                                        FLUOR DANIEL GTI, INC.


                                        By:  /s/ Robert E. Sliney, Jr.
                                             -------------------------  
                                             Robert E. Sliney, Jr.
                                             Vice President and
                                             Chief Financial Officer

Dated:  December 17, 1996






                                  EXHIBIT INDEX



Exhibit Number                                       Description
- --------------                                       -----------  
16.1                                        Letter from Coopers & Lybrand LLP
                                            pursuant to Item 304(a)(3) of
                                            Regulation S-K.





COOPERS & LYBRAND L.L.P.       One Post Office Square   telephone (617) 478-5000
                               Boston, MA 02109         facsimile (617) 478-3900
COOPERS
& LYBRAND                      One International Place  telephone (617) 478-5000
a professional services firm   Boston, MA 02110         facsimile (617) 478-3900



                                                          December 17, 1996





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

Gentlemen:

     We have read the statements made by Fluor Daniel/GTI, Inc. (copy attached),
which we understand will be filed with the Commision, pursuant to Item 4 of Form
8K, as part of the Company's  Form 8K reports for the month of December 1996. We
agree with the statements concerning our Firm in such Form 8K.

                                             Very truly yours,



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

KKF/PSH
Attachments as stated
     


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