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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, 1999
3CI COMPLETE COMPLIANCE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-45632 76-0351992
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
910 Pierremont Suite 312, Shreveport, Louisiana, 71106
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(Address of principal executive offices) (Zip code)
Registrant's telephone, including area code (318) 869-0440
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Not Applicable
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(Former name of former address, if changed since last report)
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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.
Heard McElroy & Vestal LLP were the principal accountants for 3CI
Complete Compliance Corporation. On September 10, 1999, the firm was
dismissed from its role as principal accountants. The decision to
change accountants was recommended by the Company's audit committee and
approved by the Board of Directors.
In connection with the audits of the years ended September 30, 1998 and
1997, and the subsequent interim period through September 10, 1999,
there were no disagreements with Heard McElroy & Vestal 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 Heard McElroy & Vestal LLP on the consolidated
financial statements of 3CI Complete Compliance Corporation as of and
for the years ended September 30, 1998 and 1997, did not contain any
adverse opinion or disclaimer of opinion; however, the 1998 and 1997
financial statements were prepared assuming that the Company would
continue as a going concern. The auditors' reports included an
explanatory paragraph that described circumstances that raise
substantial doubt about the company's ability to continue as a going
concern.
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.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibit Index.
16.1 Letter of dismissal from 3CI Complete Compliance Corporation
to the independent auditors.
16.2 Letter from Heard, McElroy & Vestal 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.
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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
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(Registrant)
By /s/ Curtis W. Crane
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Curtis W. Crane
Chief Financial Officer
DATE: September 10, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter of dismissal from 3CI Complete Compliance Corporation
to the independent auditors.
16.2 Letter from Heard, McElroy & Vestal LLP to the Securities and
Exchange Commission stating that they have reviewed Item 4 in
the Form 8-K and are in agreement.
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EXHIBIT 16.1
September 10, 1999
Spencer Bernard
Heard, McElroy & Vestal, LLP
Commercial National Tower, 15th Floor
333 Texas Street
P.O. Box 1607
Shreveport, Louisiana 71165
Dear Mr. Bernard:
This is to confirm that the auditor-client relationship between 3CI complete
Compliance Corporation (Commission File Number 1-11097) and Heard, McElroy &
Vestal, LLP has ceased.
Very truly yours,
Curtis W. Crane
Chief Financial Officer
cc: Office of the Chief Accountant
SECPS Letter File
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
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EXHIBIT 16.2
[HEARD MCELROY VESTAL LLP LETTERHEAD]
September 10, 1999
Office of the Chief Accountant
SECPS Letter File
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 10, 1999,
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/ Heard McElroy & Vestal L.L.P.
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Heard McElroy & Vestal L.L.P.
Shreveport, Louisiana
September 10, 1999
