GUNDLE ENVIRONMENTAL SYSTEMS INC
8-K, 1995-09-27
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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 September 27, 1995


                        GUNDLE/SLT ENVIRONMENTAL, INC.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   DELAWARE
- -------------------------------------------------------------------------------
                (State or other jurisdiction of incorporation)


               1-9307                                   22-2731074
- -------------------------------------     -------------------------------------
        (Commission File Number)            (IRS Employer Identification No.)


            19103 Gundle Road, Houston, Texas                   77073
- -------------------------------------------------------------------------------
          (Address of principal executive offices)            (Zip Code)


      Registrant's telephone number, including area code (713) 443-8564


                                Not Applicable
- -------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)

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ITEM 4.

        On September 14, 1995, the board of directors of Gundle/SLT
Environmental, Inc. (the "Company") determined to dismiss Arthur Andersen LLP
("Arthur Andersen") as its principal accountant and to retain Ernst & Young LLP
("Ernst & Young") in that capacity. Ernst & Young was the principal independent
accountant for SLT Environmental, Inc. ("SLT"), which was merged into the
Company on July 27, 1995.

        The report of Arthur Andersen 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. During the Company's two most recent fiscal
years and subsequent interim periods preceding the dismissal of Arthur
Andersen, the Company had no disagreements with Arthur Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. During the Company's two most recent fiscal years
and subsequent interim periods preceding the retention of Ernst & Young,
neither the Company nor anyone on the Company's behalf, consulted Ernst & Young
regarding any matter.

        The Company has provided Arthur Andersen a copy of the disclosures made
under this Item 4 of this Report, and Arthur Andersen has furnished the Company
with a letter addressed to the Commission stating that it agrees with the
statements made by the Company in response to this Item. Such letter is filed
as an exhibit to this Report.

ITEM 7.

        The following exhibits are filed with this report on Form 8-K:

        1.1  -  Letter dated September 22, 1995, from Arthur Andersen LLP to
                the Commission.


                                  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.


                                            GUNDLE/SLT ENVIRONMENTAL, INC.



                                            By:  /s/  ROGER J. KLATT
                                               ---------------------------
                                                     Roger J. Klatt
                                                     Senior Vice President




September 27, 1995   

<PAGE>   3
                                 EXHIBITS


                                                                   
EXHIBIT                                                               
  NO.                                                                   
       

1.1  --  Letter dated September 22, 1995, from Arthur Andersen LLP 
         to the Commission.




<PAGE>   1

                            [ARTHUR ANDERSEN LETTERHEAD]





September 22, 1995



Securities and Exchange Commission
Chief Accountant
Washington, D.C. 20549

Dear Sirs:

We have read Item 4 included in the attached Form 8-K dated September 14, 1995
of Gundle/SLT Environmental, Inc. filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,



   /s/ ARTHUR ANDERSEN LLP
- ------------------------------------
       ARTHUR ANDERSEN LLP


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