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
Date of Report
September 22, 1999
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22992 72-1106167
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (225) 932-2500
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On September 22, 1999, The Shaw Group Inc., a Louisiana corporation ("Shaw"),
engaged Arthur Andersen LLP ("Arthur Andersen) as its sole independent auditors
for the fiscal year ended August 31, 1999.
Previously, Shaw engaged both Hannis T. Bourgeois, L.L.P. ("HTB") and Arthur
Andersen as its independent auditors. The single jointly signed auditor's
report, signed jointly by HTB and Arthur Andersen, was considered to be the
equivalent of two separately signed auditors' reports. Thus, previously each
firm represented that it had complied with generally accepted auditing standards
and was in a position that would justify it being the only signatory of the
report. Given Shaw's increasing expansion of its overseas operations, HTB
believes it would be unable to continue to make this representation after fiscal
year 1998. Therefore, HTB decided to resign as one of Shaw's independent
auditors effective September 22, 1999.
The following information is provided pursuant to Item 4 of Form 8-K and Item
304(a)(1) and Item 304(a)(3) of Regulation S-K, Sections 229.304(a)(1) and
(a)(3).
Item 304(a)(1):
(i) HTB resigned as independent auditors of Shaw's financial statements on
September 22, 1999, the date on which Shaw engaged Arthur Andersen as
its sole independent auditors.
(ii) The reports of independent accountants issued by Arthur Andersen and
HTB on the Shaw financial statements for the past two years were
unqualified.
(iii) The decision to engage Arthur Andersen was approved by the Audit Committee
of the Board of Directors.
(iv) During Shaw's two most recent fiscal years and any subsequent interim
period preceding HTB's resignation, there were no disagreements with
Arthur Andersen or HTB.
(v) During Shaw's two most recent fiscal years and the subsequent interim
periods preceding HTB's resignation, no "reportable events" as defined
in Item 304 (a)(i)(v) or Regulation S-K, occurred.
Item 304(a)(2):
Item 304(a)(2) of Regulation S-K, Section 229.304 is not
applicable pursuant to Item 4 of Form 8-K Current Report.
Item 304(a)(3):
Shaw has provided HTB with a copy of the disclosures and has
requested HTB to furnish Shaw with a letter addressed to the
Commission stating whether HTB agrees with the statements made
by Shaw and, if not, stating the respects in which it does not
agree. Shaw has filed HTB's letter as an exhibit.
<PAGE>
Item 304(b):
Item 304(b) is not applicable pursuant to Item 4 of Form 8-K Current
Report.
<PAGE>
SIGNATURES
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.
THE SHAW GROUP INC.
(Registrant)
Date: September 22, 1999 By: /s/ Gary P. Graphia
-----------------------------
Gary P. Graphia
Secretary and General Counsel
<PAGE>
THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
September 22, 1999
Exhibit Number Description Page No.
- -------------- ----------- --------
1 Letter addressed to the Commission from
Hannis T. Bourgeois L.L.P. dated
September 22, 1999, filed herewith.
HANNIS T. BOURGEOIS, L.L.P.
Certified Public Accountants
2322 Tremont Drive, Suite 200
Baton Rouge, LA 70809
Phone: (225) 928-4770
Fax: (225) 926-0945
September 22, 1999
Securities and Exchange Commission
450 5th Street
Washington, D.C. 20549
Ladies and Gentlemen:
We have read statements and comments of The Shaw Group Inc. included under item
4 of its Form 8-K dated September 22, 1999, and we agree with such statements
and comments.
Respectfully submitted,
HANNIS T. BOURGEOIS, L.L.P.
/s/ Hannis T. Bourgeois, L.L.P.
