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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 13, 1998
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Date of Report (date of earliest event reported)
Northern Dancer Corporation
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Exact Name of Registrant as Specified in its Charter
Colorado 33-9640-LA 68-0133692
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State or Other Jurisdiction Commission File IRS Employer Identifi-
of Incorporation Number cation Number
370 - 17th Street, Suite 2300
Denver, Colorado 80202
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Address of Principal Executive Office, Including Zip Code
(303) 572-5000
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Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On July 13, 1998, Northern Dancer Corporation (the "Registrant"),
engaged Schumacher & Associates, Inc. as its independent accountants for the
fiscal year ended March 31, 1998. Also on July 13, 1998, Hein & Associates
was dismissed as the Registrant's independent accountants.
(b) Hein & Associates's report on the Registrant's financial state-
ments for the years ended March 31, 1996 and 1997, contained no adverse opinion
or disclaimer of opinion nor were they qualified as to uncertainty, audit scope
or accounting principles.
(c) The Registrant's Board of Directors made the decision to engage
Schumacher & Associates, Inc. The Registrant has no audit or similar
committee.
(d) In connection with the prior audit for the year ended March 31,
1997, and during the interim period from March 31, 1997 to July 13, 1998,
there have been no disagreements with Hein & Associates on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
(e) The Registrant did not consult with Schumacher & Associates, Inc.
with regard to any matter concerning the application of accounting princples
to any specific transactions, either completed or proposed, or the type of
audit opinion that might be rendered with respect to the Registrant's
financial statements.
(f) The Registrant has requested that Hein & Associates review the
disclosure and that firm has been given an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or the
respect in which it does not agree with the statements made by the Registrant
herein. Such letter is filed as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) EXHIBITS.
Exhibit 16. Letter from Hein + Associates LLP
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.
NORTHERN DANCER CORPORATION
Dated: July 16, 1998 By:/s/ Joseph E. O'Connor
Joseph E. O'Connor, President
HEIN + ASSOCIATES LLP
Certified Public Accountants and Consultants
with offices in Houston, Dallas and Los Angeles
Telephone (303) 289-9600 Fax (303) 298-8118
717 17th Street, Suite 1600
Denver, Colorado 80202-3330
July 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Northern Dancer Corporation (File No. 33-9640-LA)
Dear Sirs:
We have read Item 4 of Northern Dancer Corporation's Form 8-K dated July 13,
1998, and are in agreement with the statements contain in paragraphs 4(b) and
(d) therein as they relate to us.
Very truly yours,
/s/ Hein + Associates LLP
Hein + Associates LLP
