<PAGE> 1
As filed with the Securities and Exchange Commission on November 30, 1998
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 1993
Date of Report (Date of earliest event reported):
November 23, 1998
GRANT GEOPHYSICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-18816 76-0548468
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
16850 Park Row 77084
Houston, Texas (Zip Code)
(281) 398-9503
(Registrant's Telephone Number, including Area Code)
<PAGE> 2
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 23, 1998, KPMG Peat Marwick LLP ("KPMG") was dismissed and
PricewaterhouseCoopers LLP was engaged as the independent accountant for Grant
Geophysical, Inc. (the "Company"). The decision to change accountants was
approved by the Audit Committee of the Company's Board of Directors.
During the three month period ended December 31, 1997 and the subsequent
interim period through November 23, 1998, there were no disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure or audit scope or procedure, which disagreement, if not resolved to
the satisfaction of KPMG, would have caused it to make reference to the subject
matter of such disagreement in connection with this report. The accountant's
report as of and for the three month period ended December 31, 1997 did not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 1996 and the nine month period ended
September 30, 1997, KPMG was engaged as the independent accountant for GGI
Liquidating Corporation, the Company's predecessor ("GGI"). In its independent
auditor's reports for fiscal year ended December 31, 1996 and the nine month
period ended September 30, 1997, KPMG modified its opinion (see attached
independent accountant's report). GGI is currently in liquidation, after which
it will dissolve and cease to exist.
The Company requested that KPMG furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter is filed as an exhibit to this report.
During the Company's fiscal year ended December 31, 1997 and the subsequent
interim period through November 23, 1998, PricewaterhouseCoopers LLP had been
engaged to conduct statutory audits of the financial statements and provided
tax advice for certain specific operating subsidiaries of the Company.
PricewaterhouseCoopers LLP, during the same period, had not been engaged as a
consultant regarding the application of the Company's accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16. Letter from KPMG Peat Marwick LLP dated November 30, 1998.
99. Independent accountant's report for GGI for the fiscal
year ended December 31, 1996 and the nine month period
ended September 30, 1997.
<PAGE> 3
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.
GRANT GEOPHYSICAL, INC.
By: /S/ LARRY E. LENIG
------------------------------------
Larry E. Lenig
President and Chief Executive Officer
Date: November 30, 1998
<PAGE> 4
EXHIBIT INDEX
-------------
16. Letter from KPMG Peat Marwick LLP dated November 30, 1998.
99. Independent accountant's report for GGI for the fiscal
year ended December 31, 1996 and the nine month period
ended September 30, 1997.
<PAGE> 1
EXHIBIT 16
----------
KPMG Peat Marwick LLP
700 Louisiana Telephone 713 319 2000 Fax 713 319 2041
Houston, TX 77002 Telex 286705 PMMT UR (RCA)
November 30, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Grant Geophysical, Inc. and, under
the date of March 19, 1998, we reported on the consolidated financial
statements of Grant Geophysical, Inc. and subsidiaries as of and for the
three-month period ended December 31, 1997. In addition, we were previously
principal accountants of GGI Liquidating Corporation, the predecessor of Grant
Geophysical, Inc., and under the date of December 22, 1997, we reported on the
consolidated financial statements of GGI Liquidating Corporation and
subsidiaries as of and for the two-year period ended December 31, 1996 and
nine-month period ended September 30, 1997.
On November 23, 1998, our appointment as principal accountants was terminated.
We have read Grant Geophysical, Inc.'s statements, included under Item 4 of its
Form 8-K dated November 30, 1998, and we agree with such statements, except
that we are not in a position to agree or disagree with Grant Geophysical
Inc.'s statements that the change was approved by the audit committee of the
board of directors, and that PricewaterhouseCoopers LLP was not engaged
regarding the application of accounting principles to a specified transaction
or type of audit opinion that might be rendered on Grant Geophysical, Inc.'s
financial statements.
Very truly yours,
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
<PAGE> 1
EXHIBIT 99
----------
INDEPENDENT AUDITORS' REPORT
The Board of Directors
GGI Liquidating Corporation
We have audited the accompanying consolidated balance sheets of GGI
Liquidating Corporation (a debtor-in-possession as of December 31, 1996)
(formerly Grant Geophysical, Inc.) and subsidiaries as of December 31, 1996,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year period ended
December 31, 1996 and the nine month period ended September 30, 1997. These
consolidated financial statements are the responsibility of GGI Liquidating
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used in significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial positions of GGI
Liquidating Corporation and subsidiaries as of December 31, 1996, and the
results of their operations and their cash flows for each of the years in the
two-year period ended December 31, 1996, and the nine month period ended
September 30, 1997, in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements and financial
statement schedule have been prepared assuming that GGI Liquidating Corporation
will continue as a going concern which contemplates among other things, the
realization of assets and liquidation of liabilities in the ordinary course of
business. As discussed in Note 1 to the consolidated financial statements, GGI
Liquidating Corporation (the Petitioning Company) filed a voluntary petition
for reorganization under chapter 11 of the United States Bankruptcy Code on
December 6, 1996. The chapter 11 case of the Petitioning Company is
administered by the United States Bankruptcy Court for the District of Delaware
(the "Court"). The Petitioning Company is operating the business as
debtor-in-possession which requires certain of its actions to be approved by
the Court. In September 1997 the Court approved the "Second Amended Plan of
Reorganization" (the "Plan") filed by GGI Liquidating Corporation. The Plan was
consummated on September 30, 1997, with the purchase by Grant Geophysical, Inc.
of substantially all of the assets and the assumption of certain liabilities of
GGI Liquidating Corporation. GGI Liquidating Corporation is currently in
liquidation and will distribute all of its assets pursuant to the Plan. Upon
the completion of its asset distribution, GGI Liquidating Corporation will
dissolve and cease to exist.
<PAGE> 2
The consolidated financial statements and financial statement schedule do not
include any adjustments relating to the recoverability and classification of
reported asset amounts or the amounts and classification of liabilities that
might result from the Plan and the distribution of assets pursuant thereto.
KPMG PEAT MARWICK LLP
Houston, Texas
December 22, 1997
