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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) November 30, 1998
R.H. Phillips, Inc.
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(Exact name of registrant as specified in its charter)
California 0-26276 68-0313739
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State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
26836 County Road 12A, Esparto, California 95627
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 662-3215
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
The Board of Directors of the Registrant, R.H.
Phillips, Inc. (the "Company"), approved the selection of
Ernst and Young LLP ("Ernst and Young") as the
Company's independent auditors for the year ending
December 31, 1998. The Board of Directors intends to
recommend approval of the selection of Ernst and Young
LLP by the shareholders at the 1999 Annual Meeting of
Shareholders.
The accounting firm of KPMG Peat Marwick LLP
("KPMG Peat Marwick") served as the Company's
independent accountants for the years ended December
31, 1995, 1996 and 1997 and the subsequent interim
period through November 30, 1998. On October 30, 1998,
the Board of Directors of the Company tentatively
determined to dismiss KPMG Peat Marwick and to select
Ernst and Young as the Company's independent auditors,
and on November 30, 1998 the Company terminated its
relationship with KPMG Peat Marwick.
The reports of KPMG Peat Marwick for the past
three years did not contain any adverse opinion or
disclaimer of opinion and were not modified as to any
uncertainty, audit scope or accounting principles. There
were no disagreements with KPMG Peat Marwick on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which,
if not resolved to KPMG Peat Marwick's satisfaction, would
have caused it to make reference to the subject mater of
the disagreement in connection with its reports. None of the
events described in paragraph (a)(iv)(B) of Item 304 of
Securities and Exchange Commission Regulations S-B (17
CFR 228.304) has occurred with respect to KPMG Peat
Marwick and the Company.
A letter of KPMG Peat Marwick, addressed to the
Securities and Exchange Commission, is included as
Exhibit 16.1 to this Current Report on Form 8-K. Such letter
states that KPMG Peat Marwick agrees with the statements
made by the Company in this Item 4.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Number Description
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16.1 Letter of KPMG Peat Marwick LLP to the
Securities and Exchange Commission, dated
November 30, 1998 with respect to the
statements made in the Company's Current
Report on Form 8-K.
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SIGNATURES
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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
thereunto duly authorized.
R.H. Phillips, Inc.
By: //s//Michael J. Motroni
_____________________
Michael J. Motroni
Chief Financial Officer
KPMG Peat Marwick LLP
400 Capitol Mall Telephone 916 448 4700 Telefax 916 554 1199
Sacramento, CA 95814
November 30, 1998
Chief Accountant
Security and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for R.H. Phillips,
Inc. and, under the date of March 13, 1998, we reported on
the financial statements of R.H. Phillips, Inc. as of
December 31, 1997 and for the two years ended December
31, 1997. On November 30, 1998, our appointment as
principal accountants was terminated. We have read R.H.
Phillips, Inc.'s statements included under Item 4,
paragraphs 3 and 4 of its Form 8-K dated November 30,
1998, and we agree with such statements.
Very truly yours,
//s//KPMG Peat Marwick LLP
