FREYMILLER TRUCKING INC
8-K, 1995-05-26
TRUCKING (NO LOCAL)
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<PAGE>   1


                      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
                                      
                                 MAY 12, 1995
                      ---------------------------------
                      (DATE OF EARLIEST EVENT REPORTED)


                           FREYMILLER TRUCKING, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<S>                                <C>                           <C>
       INDIANA                               015503                            62-1307586      
- ----------------------------       ------------------------      ---------------------------------
(STATE OR OTHER JURISDICTION       (COMMISSION FILE NUMBER)      (IRS EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION)                                             
</TABLE>

                                8621 N. ROCKWELL
                         OKLAHOMA CITY, OKLAHOMA     73132      
          ------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)



                                  (405) 720-6555        
              ---------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
<PAGE>   2


                           FREYMILLER TRUCKING, INC.

                                    FORM 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         (a)(1)  Previous Independent Accountants

                 (i)      On May 12, 1995, Freymiller Trucking, Inc. (the
                          "Company") dismissed Arthur Andersen, LLP as its
                          independent accountants,

                 (ii)     Except for the modification as to uncertainty about
                          the Company's ability to continue as a going concern
                          included in the Report of Independent Accountants
                          dated March 13, 1995 on the Company's financial
                          statements as of December 31, 1994 and 1993, and for
                          the years then ended, the reports of Arthur Andersen,
                          LLP on the financial statements for the past two
                          years contained no adverse opinion or disclaimer of 
                          opinion and were not qualified or modified as to 
                          uncertainly, audit scope or accounting principle.

                 (iii)    The Registrant's Board of Directors participated in
                          and approved the decision to change independent
                          accountants.

                 (iv)     In connection with its audits for the two most recent
                          fiscal years and through May 12, 1995, there have
                          been no disagreements with Arthur Andersen, LLP on
                          any matter of accounting principles or practices,
                          financial statements disclosure, or auditing scope or
                          procedure, which disagreements if not resolved to the
                          satisfaction of Arthur Andersen, LLP would have
                          caused them to make reference thereto in their report
                          on the financial statements for such years.

                 (v)      During the two most recent fiscal years and through
                          May 12, 1995, there have been no reportable events
                          (as defined in Regulation S-K Item 304 (a) (1) (v)).

         (a)(2)  New Independent Accountants

                 (i)      The Registrant has not engaged new independent
                          accountants as of May 26, 1995 as the matter is still
                          under consideration.  During the two most recent
                          fiscal years and through May 12, 1995, the Registrant
                          has not consulted with any other independent
                          accountants on items which (1) were or should have
                          been subject to SAS 50 or (2) concerned the subject
                          matter of a disagreement or reportable event with the
                          former auditor, (as described in Regulation S-K Item
                          304 (a) (2)).

         (a)(3)  The Registrant has requested that Arthur Andersen, LLP furnish
                 it with a letter addressed to the SEC stating whether or not
                 it agrees with the above statements.  A copy of such letter,
                 dated May 25, 1994, is filed as Exhibit 16.1 to this Form 8-K.
<PAGE>   3

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         The following exhibit is filed as part of this report:




Exhibit
Number   Description
- -------  -----------

16.1     Letter of Arthur Anderson, LLP, Agreeing with Statements made in
         Response to Regulation S-K, Item 304 (a).
<PAGE>   4



                                   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 thereunto duly authorized.





                                        FREYMILLER TRUCKING, INC.



                                        BY: /s/ DON H. FREYMILLER
                                           -------------------------------------
                                            DON H. FREYMILLER, PRESIDENT AND
                                               CHIEF EXECUTIVE OFFICER




                                        BY: /s/ RICHARD E. KUEHN
                                           ------------------------------------
                                            RICHARD E. KUEHN, EXECUTIVE VICE
                                            PRESIDENT & CHIEF FINANCIAL OFFICER





DATED:  MAY 26, 1995            
<PAGE>   5

                               INDEX TO EXHIBITS





EXHIBIT
NUMBER                            EXHIBIT
- -------                           -------

16.1                      Letter of Arthur Andersen, LLP Agreeing with
                          Statements Made in response to Regulation S-K,
                          Item 304 (a)






<PAGE>   1




                                                                    EXHIBIT 16.1





May 25, 1995





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

Gentlemen:

We have read Item 4 of Form 8-K dated May 12, 1995, of Freymiller Trucking,
Inc., and are in agreement with the statements contained in paragraphs (a)(1)
and (a)(3) on Page 1 therein.  We have no basis to agree or disagree with other
statements of the registrant contained therein.




                                                            ARTHUR ANDERSEN LLP


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