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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) March 24, 1997
WESTERN WATER COMPANY
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(Exact Name of Registrant as Specified in its Charter
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-18756 33-0085833
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(Commission File Number) (I.R.S. Employer Identification No.)
4660 LA JOLLA VILLAGE DRIVE, SUITE 825,
SAN DIEGO, CALIFORNIA 92122
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(Address of Principal Executive Offices) (Zip Code)
(619) 535-9282
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Registrant's Telephone Number, Including Area Code
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report
Index to Exhibits appears at page 5 of the 7 pages constituting the manually
signed original of this report.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Item 304 of Regulation S-K
(a)(1)(i) Effective March 24, 1997, the Registrant advised Harlan &
Boettger, its prior certifying accountants, that it had decided
to change accounting firms.
(a)(1)(ii) Harlan & Boettger's report dated May 20, 1996 and its report
dated May 18, 1995 on the financial statements of the Registrant
for the fiscal years ended March 31, 1996 and 1995,
respectively, do not contain an adverse opinion or a disclaimer
of opinion, and were not qualified as to uncertainty, audit
scope or accounting principles.
(a)(1)(iii) The decision to change accounting firms was made by the
Registrant's Board of Directors upon the recommendation of the
Audit Committee.
(a)(1)(iv) There have been no disagreements with Harlan & Boettger on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the
fiscal years ending March 31, 1996 and 1995 and the subsequent
interim period preceding the dismissal of Harlan & Boettger,
which disagreements, if not resolved to the satisfaction of
Harlan & Boettger, would have caused it to make reference to the
subject matter of the disagreement in connection with its
reports.
(a)(1)(v) Not applicable.
(a)(2) Effective March 24, 1997, the Registrant engaged KPMG Peat
Marwick L.L.P. as its new certifying accountants. The Registrant
has not, during the fiscal years ended March 31, 1995 and March
31, 1996 or the subsequent interim period, consulted with KPMG
Peat Marwick regarding the application of accounting principles
to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's
financial statements.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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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.
WESTERN WATER COMPANY
(Registrant)
Date: March 31, 1997 By: /s/ Edward A. Beeman
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Edward A. Beeman
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page No.
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<S> <C> <C>
A Registrant Letter to Harlan & Boettger dated March 27, 1997 6
B Response of Harlan & Boettger dated March 27, 1997 to Exhibit A hereto. 7
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Exhibit A
Harlan & Boettger
5415 Oberlin Drive
San Diego, California 92121
Attention: Mr. William C. Boettger
Gentlemen:
This is to confirm the decision of the Board of Directors to dismiss
Harlan & Boettger as the certifying accountants for Western Water Company,
effective March 24, 1997.
Pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"), we have prepared the attached Form 8-K. Item 304 of SEC
Regulation S-K requires you to review the Form 8-K and respond, in writing, to
the representations made by Western Water Company therein. As your response
must be submitted with the Form 8-K, your prompt reply would be sincerely
appreciated.
We have enjoyed our relationship with Harlan & Boettger and it is with
some regret that the Board felt this change necessary. Thank you for your past
services.
Sincerely,
/s/ Edward A. Beeman
Edward A. Beeman
Chief Financial Officer
March 27, 1997
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Exhibit B
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for Western Water Company and,
on May 20, 1996 we reported on the financial statements and related schedules of
Western Water Company as of March 31, 1996 and 1995 and for each of the years in
the three year period ended March 31, 1996. On March 24, 1997, we were dismissed
as the principal accountants of Western Water Company. We have read Item 4
included in the attached Form 8-K, dated March 24, 1997, of Western Water
Company to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Sincerely,
HARLAN & BOETTGER
By: /s/ WILLIAM C. BOETTGER
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William C. Boettger
March 27, 1997
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