3CI COMPLETE COMPLIANCE CORP
8-K, 1996-09-23
HAZARDOUS WASTE MANAGEMENT
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

FILED PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 10, 1996

                      3CI COMPLETE COMPLIANCE CORPORATION
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                             33-45632                        76-0351992
- -------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                 (IRS Employer
of incorporation)                  File Number)              Identification No.

910 Pierremont Suite 312, Shreveport, Louisiana                         71106
- -------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip code)


Registrant's telephone, including area code           (318) 869-0440
                                           ------------------------------------

                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former name of former address, if changed since last report)

<PAGE>   2
ITEM 1.  CHANGE 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.

         Arthur Andersen LLP were the principal accountants for 3CI Complete
         Compliance Corporation.  On September 10, 1996, that firm resigned from
         its role as principal accountants.  The Company is currently holding
         discussions to engage another firm as soon as possible to conduct an
         audit of the Company's financial statements for the fiscal year ended
         September 30, 1996.  The decision to change accountants was not
         recommended by the board of directors.

         In connection with the audits of the two fiscal years ended September
         30, 1995 and the subsequent interim period through September 10, 1996,
         there were no disagreements with Arthur Andersen LLP on any matter of
         accounting principles or practices, financial 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.

         The audit reports of Arthur Andersen LLP on the consolidated financial
         statements of 3CI Complete Compliance Corporation as of and for the
         years ended September 30, 1995 and 1994, did not contain any adverse
         opinion or disclaimer of opinion; however, the 1995 opinion was
         modified with respect to:  1. an emphasis of a matter paragraph
         discussing certain operating and liquidity issues confronting the
         Company and 2. an explanatory paragraph describing an uncertainty with
         respect to the outcome of certain litigation filed against the Company.
         The 1994 opinion was modified and included an emphasis of a matter
         paragraph discussing certain operating and liquidity issues confronting
         the Company.   

ITEM 5.  OTHER EVENTS.

         Not Applicable.
<PAGE>   3
ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.

         Not Applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  Financial Statements.

              Not Applicable.

         (b)  Pro Forma Financial Information.

              Not Applicable.
    
         (c)  Exhibit Index.

              16.1  Letter from Arthur Andersen LLP to the Company resigning as
                    the Company's independent auditors.

              16.2  Letter from Arthur Andersen LLP to the Securities and
                    Exchange Commission stating that they have reviewed Item 4 
                    in the Form 8-K and are in agreement.

ITEM 8.  CHANGE IN FISCAL YEAR.

         Not Applicable.
              
<PAGE>   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.


                                       3CI COMPLETE COMPLIANCE CORPORATION
                                       -----------------------------------
                                                    (Registrant)

                                        By  /s/ CURTIS W. CRANE
                                            -----------------------------
                                                Curtis W. Crane
                                                Chief Financial Officer


DATE: September 16, 1996

<PAGE>   5
                                  INDEX TO EXHIBITS


              16.1  Letter from Arthur Andersen LLP to the Company resigning as
                    the Company's independent auditors.

              16.2  Letter from Arthur Andersen LLP to the Securities and
                    Exchange Commission stating that they have reviewed Item 4 
                    in the Form 8-K and are in agreement.

<PAGE>   1
                                                                    EXHIBIT 16.1


                          [ARTHUR ANDERSEN LETTERHEAD]

September 13, 1996

Mr. Curtis Crane
Chief Financial Officer
3CI Complete Compliance Corporation
910 Pierremont, Suite 312
Shreveport, Louisiana 71106

Dear Mr. Crane:

This is to confirm that the client-auditor relationship between 3CI Complete
Compliance Corporation (Commission File Number 1-11097) and Arthur Andersen LLP
has ceased.

Very truly yours,

/s/ ARTHUR ANDERSEN LLP
- -----------------------
ARTHUR ANDERSEN LLP



cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 9-5
     450 Fifth Street, N.W.
     Washington, D.C. 20549



<PAGE>   1
                                                                    EXHIBIT 16.2


                          [ARTHUR ANDERSEN LETTERHEAD]

September 13, 1996

Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549



We have read Item 4 included in the attached Form 8-K dated September 13, 1996,
of 3CI Complete Compliance Corporation filed (to be filed) with the Securities
and Exchange Commission and are in agreement with the statements contained 
herein.



/s/ ARTHUR ANDERSEN LLP
- -----------------------
ARTHUR ANDERSEN LLP


Houston, Texas
September 13, 1996





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