TEXAS EQUIPMENT CORP
8-K, 2000-09-29
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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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):
                               SEPTEMBER 29, 2000


                          TEXAS EQUIPMENT CORPORATION,
             (Exact name of registrant as specified in its charter)


                                     NEVADA
         (State or other jurisdiction of incorporation or organization)


                             Commission File Number:
                                    000-21813


                                   62-1459870
                      (IRS Employer Identification Number)

                                 C/O PAUL CONDIT
                           TEXAS EQUIPMENT CORPORATION
                               1305 HOBBS HIGHWAY
                               SEMINOLE, TX 79360
                    (Address of principal executive offices)

                                  915-758-3643
              (Registrant's telephone number, including area code)

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Item 4. Changes in Registrant's Certifying Accountant.

         Effective September 29, 2000, Texas Equipment Corporation (the
"Company") appointed Hein & Associates LLP as its independent auditors for the
fiscal year ending December 31, 2000, to replace the firm of Ernst & Young LLP
("E & Y"), who was dismissed as auditors of the Company contemporaneously
herewith and E & Y has been asked to furnish a letter to the Securities &
Exchange Commission to the effect that it has no material disagreements with the
statements made in this Item 4.

         Management represents as follows:

                  (a) During the registrant's two most recent fiscal years and
         any subsequent interim period, there have been no disputes between
         management and E & Y and the reports of E & Y contained no adverse
         opinion or disclaimer of opinion, and was not qualified or modified as
         to uncertainty, audit scope, or accounting principles.

                  (b) The decision to change accountants from E & Y to Hein &
         Associates LLP has been approved by the Company's Audit Committee.

                  (c) During the registrant's two most recent fiscal years and
         any subsequent interim period, there were no disagreements with E & Y
         on any matter of accounting principles or practices, financial
         statement disclosure, or auditing scope or procedure. The registrant
         has authorized E & Y to respond fully to the inquiries of the successor
         accountant.

                  (d) During the registrant's two most recent fiscal years and
         any subsequent interim period, E & Y expressed no disagreement or
         difference of opinion regarding any "reportable" event as that term is
         defined in Item 304(a)(1)(v) of Regulation S-K, including but not
         limited to:

                             (i) E & Y has not advised the registrant that the
                  internal controls necessary for the registrant to develop
                  reliable financial statements do not exist;

                             (ii) E & Y has not advised the registrant that
                  information has come to E & Y's attention that has led it to
                  no longer be able to rely on management's representations, or
                  that has made it unwilling to be associated with the financial
                  statements prepared by management;

                             (iii) E & Y has not advised the registrant of the
                  need to expand significantly the scope of its audit, or
                  notified the registrant that information has come to E & Y's
                  attention that if further investigated may (A) materially
                  impact the fairness or reliability of either: a previously
                  issued audit report or the underlying financial statements, or
                  the financial statements issued or to be issued covering the
                  fiscal period(s) subsequent to the date of the most recent
                  financial statements covered by an audit report (including
                  information that may prevent it from rendering an unqualified
                  audit report on those financial statements), or (B) cause it
                  to be unwilling to rely on management's representations or be
                  associated with the registrant's financial statements, and due
                  to E & Y's resignation (due to audit scope limitations or
                  otherwise) or dismissal, or for any other reason, E & Y did
                  not so expand the scope of its audit or conduct such further
                  investigation;

                             (iv) E & Y has not advised the registrant that
                  information has come to E & Y's attention that it has
                  concluded materially impacts the fairness or reliability of
                  either (A) a previously issued audit report or the underlying
                  financial statements, or (B) the financial


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                  statements issued or to be issued covering the fiscal
                  period(s) subsequent to the date of the most recent financial
                  statements covered by an audit report (including information
                  that, unless resolved to E & Y's satisfaction, would prevent
                  it from rendering an unqualified audit report on those
                  financial statements), and due to E & Y's resignation, or for
                  any other reason, the issue has not been resolved to E & Y's
                  satisfaction prior to its resignation.

                  (e) The registrant has provided E & Y with a copy of the
         disclosures it is making in response to Item 304(a) of Regulation S-K.
         The registrant has requested that E & Y furnish the registrant with a
         letter addressed to the Commission stating whether it agrees with the
         statements made by the registrant. The Company has appended such letter
         hereto as exhibit 16.

Item 7. Financial Statements and Exhibits.

                  (c) Exhibits.

              16. Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated September 29, 2000.



                                            TEXAS EQUIPMENT CORPORATION,

                                            By: /s/ Paul Condit
                                            -------------------
                                            Paul Condit
                                            President
                                            Date: September 29, 2000


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                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>                 <C>
  16                Letter from Ernst & Young LLP to the Securities and Exchange
                    Commission, dated September 29, 2000.
</TABLE>




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