<PAGE>
================================================================================
UNITED STATES 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 (Date of earliest event reported) January 21, 1999
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13817 11-2908692
(State or jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification number)
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 621-7911
Former name or former address if changed since last report: Not Applicable
===============================================================================
<PAGE>
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On January 21, 1999, Boots & Coots International Well Control, Inc. (the
"Company") dismissed its independent accountants, Hein + Associates, LLP (the
"Former Accountants") and engaged Arthur Andersen LLP (the "New Accountants").
The decision to dismiss the Former Accountants and engage the New Accountants
has been approved by the Audit Committee of the Company's Board of Directors.
The reason for the change from the Former Accountants, who have been the
Company's primary auditors to date, was the growth over the past year of the
Company in terms of both revenue and asset base and significant expansion of
international scope of operations.
During each of the transition periods for the Six Months Ended December 31,
1997 and the Year Ended June 30, 1997, and in the interim period to the date
hereof (i) there were no "reportable events" as such term is described in Item
304 (a)(1)(v) of Regulation S-K and (ii) the Former Accountants' reports on the
financial statements of the Company did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. In addition, as of the date of filing
this Report on Form 8-K, management of the Company knows of no disagreements
with the Former Accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure in connection
with its report.
The letter from the Former Accountants requested by the Company to be
addressed to the Securities and Exchange Commission in accordance with Item 304
(a)(3) of Regulation S-K regarding the agreement of the Former Accountants with
the foregoing accompanies this Report on Form 8-K as Exhibit 1.
<PAGE>
Exhibit No. Description
- ----------- -------------
1 Letter regarding change in Certifying Accountants received
From Hein + Associates LLP
<PAGE>
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.
Date: January 26, 1999 Boots & Coots International Well Control, Inc.
By: /s/ Thomas L. Easley
--------------------
Thomas L. Easley
Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT 1
January 26, 1999
Securities and Exchange Commission
Washington, D.C. 20549
We are previously principal accountants for Boots & Coots International Well
Control, Inc., and on March 27, 1998, we reported on the consolidated financial
statements of Boots & Coots International Well Control, Inc. and Subsidiaries as
of June 30, 1997 and December 31, 1997 and for the year ended June 30, 1997 and
for the six-month period ended December 31, 1992. On January 21, 1999, our
appointment as principal accountants of Boots & Coots International Well
Control, Inc. was terminated. We have read Boots & Coots International Well
Control, Inc.'s statements included under Item 4 of its Form 8-K dated January
26, 1999, and we agree with such statements, except that we are not in a
position to agree or disagree with Boots & Coots International Well Control,
Inc.'s stated reason for changing principal accountants, nor are we in a
position to agree or disagree with Boots & Coots International Well Control,
Inc.'s statement that the change was approved by the Audit Committee of the
Board of Directors.
Respectfully,
HEIN + ASSOCIATES LLP
Certified Public Accountants
