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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported): November 18, 1996
UNITED PETROLEUM CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-25006 13-3103494
Commission File Number I.R.S Employer Identification
4867 North Broadway
Knoxville, TN 37918
(Address of Principal Executive Offices)
615 - 688-0582
(Registrant's Telephone number, including area code)
Item 4. Changes in Registration's Certifying Accountant.
(a) (1) Termination of Certifying Accountants
(i) On November 18, 1996, Coopers & Lybrand, the
Company's Certifying Accountants ("Former Accountants") resigned as
the Registrant's Certifying Accountants.
(ii) The Former Accountants were first retained on
July 15, 1996 and were conducting an audit of the Company's financial
statements for the period ending June 30, 1996 in anticipation of a
registration of the Company's securities which was aborted. The Former
Accountants submitted their resignation to the Company prior to completion of
the June 30, 1996 audit and,
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accordingly, did not issue a report. The Former Accountants did not state that
a report, if issued, would contain an adverse opinion or disclaimer of opinion
or would be qualified as to uncertainty, audit, scope or accounting principles.
(iii) During the interim period preceding the
termination of their employment, there were no disagreements with the Former
Accountants with respect to auditing principles or practices and financial
statements. There were no disagreements with respect to disclosure or auditing
scope and procedure.
(iv) During the interim period preceding the
resignation of the Former Accountants:
(A) The Former Accountants have not
advised the Registrant that internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(B) The Former Accountants have not
advised the Registrant that information has come to their attention that has
led them to no longer be able to rely on management's representations or that
they were unwilling to be associated with the financial statements prepared by
management.
(C) The Former Accountants have not
advised the Registrant of the need to expand significantly the scope of their
audit, or that information has come to their attention during the Registrant's
two most recent fiscal years and any subsequent interim period preceding the
termination of their employment, that, if further investigated, might
materially impact the fairness or reliability of either a previously issued
audit report or the underlying financial statements, or the financial
statements issued
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or to be issued covering the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report (including information
that might prevent them from rendering an unqualified audit report on those
financial statements, or cause them to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements.
(D) The Former Accountants have not
advised the Registrant that information has come to their attention that they
have concluded materially impacts the fairness or reliability of either a
previously issued audit report or the underlying financial statements or the
financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to the their
satisfaction), would prevent them from rendering an unqualified audit report
on those financial statements.
(a) (2) Engagement of New Certifying Accountants
On January 7, 1997, the Company engaged the firm of
Reel & Swafford, PLLC, of Nashville, Tennessee (the "New Accountants") as its
new certifying accountants. The principals of the New Accountants were formerly
associated with the firm of Dunn Cresswell Sparks Smith Horne & Downing, the
accounting firm which certified the Company's financial statements for 1995.
The New Accountants were not consulted regarding:
(i) the application of accounting
principles to a specific transaction; or
(ii) the type of audit opinion to be
rendered
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with regard to the Registrant's financial statements; or any disagreements or
reportable events as such terms are defined in Regulation S-K, Item 304.
(a) (3) The Former Accountant's have been provided with a
copy of the disclosures being set forth in this Form 8K with a request that
they furnish to the Registrant a letter addressed to the Commission stating
whether they agree with the statements made by the registrant in response to
Item 304(a) of Regulation S-X, and, if not, stating the respects in which it
does not agree. Annexed hereto as an exhibit is a copy of a letter from the
Former Accountants to the Commission stating that they agree with the
statements in the Form 8K concerning their firm.
(b) Not applicable.
Item 5. Other Events.
On November 25, 1996, James R. Fitzgerald resigned as a
member of the Board of Directors of the Company. His stated reason was a
possible conflict of interest as a result of discussions between the Company
and his employer, with regard to potential financings.
On November 29, 1996, James F. Rose resigned as a member of
the Board of Directors of the Company. His stated reason was his inability to
devote sufficient time to his duties as a director by reason of his other
activities.
On December 18, 1996, William Ted Phillips resigned as a
member of the Board of Directors. His stated reason was his inability to devote
sufficient time to his duties as a director by reason of his other activities.
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The Board of Directors replaced Mr. Fitzgerald, Mr. Rose
and Mr. Phillips with Neil Melnick, Esq., an attorney for the Company; Art
Van Buren, a Certified Public Accountant with offices in Cookeville, Tennessee
who was formerly with the tax department of Ernst & Young; and Donald Patton,
formerly with the Land Department of Ashland Exploration. Mr. Patton has had
19 years of experience in the oil and gas business. Also, the Board of
Directors elected Walter Helton as a member of the Board of Directors. Mr.
Helton has a PhD. in Geology and is the founder of the Geology Department of
Tennessee Tech University where he is presently on the staff. In addition, he
has acted as a consultant to many companies, including Marathon Oil.
In addition, on December 17, 1996, the Board of Directors
voted to increase the number of Board members from six to seven but it has not
yet made arrangements to fill the new seat.
Item 7. Financial Statements and Other Exhxibits
(a) Other Exhibits
16.1 Letter dated February 20, 1997 from Morton S. Robson to
Larry Felts of Coopers & Lybrand.
16.2 Letter dated February 28, 1997 from Coopers & Lybrand
to the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be authorized on its behalf
by the undersigned duly authorized.
Dated: March 6, 1997
United Petroleum Corporation
By: /s/ L. Douglas Keene, Jr.
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L. Douglas Keene, Jr.
Executive Vice President
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[LETTERHEAD OF ROBSON & MILLER, LLP]
February 20, 1996
Mr. Larry Felts
Coopers & Lybrand
800 South Gay Street
Knoxville, Tenn. 37929
Re: United Petroleum Corporation
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Dear Mr. Felts,
I am enclosing herewith a draft of a further revised Form 8K for United
Petroleum Corporation which, I believe, complies with your desires. If so,
please prepare a letter to the SEC advising that you have no disagreement with
any material containied in the Report. Please send me a copy of your letter so
that I may include it as an exhibit to the Form 8K when I file it.
Sincerely,
/s/ Morton S. Robson
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Morton S. Robson
[LETTERHEAD OF COOPERS & LYBRAND L.L.P.]
February 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by United Petroleum (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report for November 18, 1996. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
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Enclosure
cc: Morton S. Robson
Robson & Miller, LLP
