EVANS SYSTEMS INC
8-K, 2000-02-23
PETROLEUM BULK STATIONS & TERMINALS
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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): February 16, 2000
                                                  -----------------

                               Evans Systems, Inc.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


Texas                              0-21956                  74-1613155
- - --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (IRS Employer
of incorporation)                  File Number)             Identification No.)


                   720 Avenue F North, Bay City, Texas 77414
- - --------------------------------------------------------------------------------
                     Address of principal executive offices


Registrant's telephone number, including area code: (409) 245-2424
                                                    --------------

                                      N/A
- - --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)




<PAGE>
         Item 4.           Changes in Registrant's Certifying Accountant

                  (a) Previous independent accountants

                  (i) On February 16, 2000,  PricewaterhouseCoopers LLP declined
to stand for re-election as the independent accountants of Evans Systems, Inc.

                  (ii)  The  reports  of   PricewaterhouseCoopers   LLP  on  the
financial  statements for the past two fiscal years contained no adverse opinion
or disclaimer  of opinion and were not qualified or modified as to  uncertainty,
audit scope or accounting  principle  except that 1) the  PricewaterhouseCoopers
LLP report dated January 13, 2000 on the  consolidated  financial  statements of
Evans Systems,  Inc. for the year ended September 30, 1999 contained an emphasis
of a matter  paragraph  regarding the  Company's  ability to continue as a going
concern and 2) the  PricewaterhouseCoopers  LLP report  dated  January 13, 1999,
except as to the last  paragraph  of Notes 2 and 7 and Note 13 as to which refer
to a  restatement  of the  Company's  1998 and  1997  financial  statements  and
information regarding the Company's results of operations and liquidity.

                  (iii) In  connection  with its audits for the two most  recent
fiscal years and through  February 16,  2000,  there have been no  disagreements
with  PricewaterhouseCoopers  LLP on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers  LLP
would  have  caused  them to make  reference  thereto  in  their  report  on the
financial statements for such years.

                  (iv)  During  the two most  recent  fiscal  years and  through
February  16,  2000,  there  have  been no  reportable  events  (as  defined  in
Regulation  S-K Item  304(a)(1)(v))  except  for the  events  which  caused  the
restatement of financial statements noted above.

                  (v) The Registrant  has requested that  PricewaterhouseCoopers
LLP  furnish it with a letter  addressed  to the SEC  stating  whether or not it
agrees with the above statement which is attached as an exhibit.


         Item 7.           Financial Statements and Exhibits

                  Exhibit   16  -  Letter,   dated   February   23,   2000  from
PricewaterhouseCoopers LLP to the Securities and Exchange Commission.


                                       -2-

<PAGE>

                                    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.


                                            EVANS SYSTEMS, INC.


Dated: February 23, 2000                    By: /s/ Richard Goeggel
                                               ---------------------------------
                                               Name:  Richard Goeggel
                                               Title: Chief Financial Officer




                                       -3-




                                              February 23, 2000







Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

                       Re:  Evans Systems, Inc. (the "Company")

Ladies and Gentlemen:

         Pursuant to Item 304(a)(3) of the Regulation S-K, we have been provided
by the Company with a copy of its disclosures contained in the attached Form 8-K
regarding the termination of our relationship as independent  accountants to the
Company.  We have reviewed the attached  Form 8-K and agree with the  statements
made therein.


                                   Very truly yours,


                                   /s/ PricewaterhouseCoopers LLP
                                   --------------------------------------------
                                   PricewaterhouseCoopers LLP




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