================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) - November 23, 1999
U S INDUSTRIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 00-22388 99-0273889
---------------- ------------ -------------------
(State or other Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
11011 JONES ROAD, HOUSTON, TEXAS 77070
(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE -- (281) 774-7012
N/A
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 23, 1999, the Board of Directors of U S Industrial
Services, Inc. (the "Registrant"), by unanimous written consent in
lieu of a special meeting of the board of directors, agreed to appoint
Merdinger, Fruchter, Rosen & Corso, P.C. as its independent certifying
accountants for the fiscal year ended September 30, 1999. The
Registrant chose not to continue the engagement of its present
accountants, Karlins, Arnold & Corbitt, P.C. ("Karlins, Arnold"),
the independent certifying accounting firm which audited the financial
statements of the registrant during fiscal years ended September 30,
1998 and 1997.
Karlins, Arnold's report on the Registrant's financial statements
for either of the past two fiscal years did not contain an adverse
opinion or a disclaimer of an opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such dismissal, there were no
disagreements with Karlins, Arnold on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the former
accountants' satisfaction, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.
The Registrant has requested and received from Karlins, Arnold a
letter dated December 6, 1999 addressed to the Securities and
Exchange Commission stating that it agrees with the above statements
for the Registrant's two fiscal years ended September 30, 1999. A copy
of the Karlins, Arnold letter is attached as an exhibit to the report.
On November 23, 1999, the Registrant engaged Merdinger,
Fruchter, Rosen & Corso, P.C. as its new independent accountants to
audit the financial statements for the year ended September 30, 1999.
During the registrant's two most recent fiscal years and any
subsequent interim period prior to engaging such accountants, the
registrant has not consulted with Merdinger, Fruchter, Rosen & Corso,
P.C regarding any of the matters specified in Item 304(a)(2) of
Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
16 Letter on change in certifying accountant from Karlins,
Arnold & Corbitt P.C., addressed to the Securities
and Exchange Commission, and dated December 6, 1999.
2
<PAGE>
SIGNATURE
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.
U S INDUSTRIAL SERVICES, INC.
By: /s/ Michael E. McGinnis
-----------------------------------
Name: Michael E. McGinnis
Title: President and Chief
Executive Officer
Dated: December 7, 1999
3
Exhibit 16
[KARLINS, ARNOLD & CORBITT, P.C. LETTERHEAD]
December 6, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by U S Industrial Services, Inc. (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 dated
November 23, 1999. We agree with the statements concerning our Firm in such
Form 8-K, except that we have no basis to comment on the statements made in the
first and fifth paragraphs under Item 4.
Very truly yours,
/s/ Karlins, Arnold & Corbitt, P.C.
Mike Karlins
Karlins, Arnold & Corbitt, P.C.
The Woodlands, Texas
December 6, 1999
