U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) February 17, 1999
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SOONER HOLDINGS, INC.
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(Name of small business issuer in its charter)
Oklahoma 0-18344 73-1275261
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(State or other jurisdiction of (Commission IRS Employer
incorporation or organization) File Number) Identification No.)
2680 West Interstate 40, Oklahoma City, Oklahoma 73108
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(Address of principal executive offices) (Zip Code)
(405) 236-8332
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(Issuer's telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective February 17, 1999, the Company's client-auditor relationship
with auditors Arthur Andersen LLP ceased.
In the Company's Report on Form 10-KSB for the fiscal year ended December
31, 1997, Arthur Andersen LLP's opinion stated that the consolidated financial
statements had been prepared assuming that the Company will continue as a going
concern. The footnotes to the statements discussed that the Company had suffered
recurring losses from operations, had a shareholders' deficit of $129,589 and
had a working capital deficiency of $863,925 as of December 31, 1997. These
factors raised substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters were also described in
the footnotes.
During the three-year engagement of Arthur Andersen LLP as the Company's
principal accountant to audit its financial statements, commencing with its
fiscal year ended December 31, 1995, and the interim period thereafter from
January 1, 1998 through February 17, 1999, and within the meaning of Item 304 of
Regulation S-K, Arthur Andersen LLP did not inform the Company of any
disagreements, reportable events, or any dispute relating to accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to their satisfaction, would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
ITEM 7. EXHIBITS
Page
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Exhibit 1. Letter dated 2/17/99 from Arthur Andersen LLP 3
Exhibit 2. Letter dated 5/6/99 to the Securities and Exchange
Commission from Arthur Andersen LLP 4
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 hereunto duly authorized.
SOONER HOLDINGS, INC.
Dated: May 10, 1999 By: /s/ R. C. Cunningham II
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R. C. Cunningham II
CEO, President and Chairman
2
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EXHIBIT 1. LETTER DATED 2/17/99 FROM ARTHUR ANDERSEN LLP
February 17, 1999
Mr. R. C. Cunningham, II
Charlie O Business Park, Inc.
2680 West Interstate 40
Oklahoma City, Oklahoma 73108
Dear Mr. Cunningham:
This is to confirm that the client-auditor relationship between Sooner Holdings,
Inc. and Arthur Andersen LLP has ceased.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to: Chief Accountant
Securities and Exchange Commission
3
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EXHIBIT 2. LETTER DATED 5/6/99 TO THE SEC FROM ARTHUR ANDERSEN LLP
May 6, 1999
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington D.C. 20549
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K/A dated February 17, 1999 of Sooner
Holdings, Inc. filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to: Mr. R. C. Cunningham II, Sooner Holdings, Inc.
