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_____________________________________________________________________________
UNITED STATES
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
MARCH 13, 1998
Date of Report (Date of earliest event reported)
UNIVERSAL SEISMIC ASSOCIATES, INC.
Exact Name of Registrant as Specified in its Charter
DELAWARE 0-19971 76-0256086
State of Incorporation or Commission File Number I.R.S. Employer
Organization Identification No.
16420 PARK TEN PLACE
SUITE 300 77084-5051
HOUSTON, TEXAS (Zip Code)
Address of Principal Executive Offices
(281) 578-8081
Registrant's telephone number,
including area code
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(b) On March 13, 1998 Universal Seismic Associates, Inc. (the
"Company") engaged the firm of Arthur Andersen LLP ("Arthur Andersen") as the
independent accountants of the Company. The engagement of Arthur Andersen was
unanimously approved by vote of the Board of Directors of the Company on March
12, 1998.
During fiscal years 1996 and 1997 and the subsequent interim period
through March 13, 1998, the Company did not consult Arthur Andersen regarding
any disagreement with the Company's previous independent accountants on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the previous
independent accountants' satisfaction, would have caused it to make reference
to the subject matter of the disagreement in connection with its report on the
Company's financial statements.
In February 1997, a stockholder of the Company submitted letters to
various members of the Company's Audit Committee alleging that "the Company's
financial statements for the fiscal year ended June 30, 1996 and the fiscal
quarters ended September 30, 1996 and December 31, 1996 were false and
materially misstated" and alleging certain specific items of misstatement. The
Company's Audit Committee conducted an internal review of the Company with the
assistance and advice of independent legal counsel and Arthur Andersen, who had
been engaged by such counsel. As a result of this review, the Company restated
its financial statements for the three month periods ended September 30, 1996
and December 31, 1996.
In December 1997, certain facts came to the attention of management
which suggested that the financial statements for fiscal years 1996 and 1997
may have been misstated. Company management immediately communicated this
information to its previous independent accountants and the Company's Audit
Committee. The Audit Committee investigated these new items with the
assistance and advice of independent legal counsel and Arthur Andersen, who had
been engaged by such counsel. As a result of its investigation, the Audit
Committee determined that the newly discovered information was likely to result
in a restatement of the Company's financial statements for fiscal years 1996
and 1997. The nature of the possible adjustments to the financial statements
generally relate to timing of revenue recognition. Arthur Andersen advised the
Company that in its view the accounting for certain transactions brought to the
attention of management in December 1997 was incorrect.
Pursuant to Item 4(b) of Form 8-K and Item 304(a)(2) of Regulation
S-B, the Company provided Arthur Andersen with a copy of this Form 8-K on March
17, 1998. The Company requested that Arthur Andersen review the disclosure
concerning Arthur Andersen in this Item 4 and also provided Arthur Andersen the
opportunity to furnish the Company with a letter addressed to the Commission
that contains any new information, clarification of the Company's expression of
Arthur Andersen's views, or the respects in which Arthur Andersen does not
agree with the statements made by the Company in this Item 4 response to Item
304(a)(2) of Regulation S-B. Arthur Andersen has
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reviewed the information in this Form 8-K and has advised the Company that it
does not have any new information or clarification of the Company's views and
that it agrees with the statements of the Company made in this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. No exhibits are filed as part of this report.
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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.
Dated: March 17, 1998
UNIVERSAL SEISMIC ASSOCIATES, INC.
By: /s/ Joe T. Rye
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Joe T. Rye, President and
Chief Executive Officer
