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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 2, 2000
ASCHE TRANSPORTATION SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-24576 36-3964954
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(Commission File Number) (IRS Employer Identification No.)
10214 NORTH MT. VERNON ROAD, SHANNON, ILLINOIS 61078
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(Address of Principal Executive Offices) (Zip Code)
(815) 864-2421
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(Registrant's Telephone Number, Including Area Code)
NONE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Dismissal of Independent Accounting Firm
(i) Ernst & Young, LLP, (the "principal accountants"), the
independent accounting firm that audited the financial statements of the
registrant for the years ended December 31, 1997 and December 31, 1998,
was dismissed by the registrant on November 2, 2000. This action was approved by
the audit committee of the board of directors and the board of directors of the
registrant.
(ii) On April 6, 2000, the principal accountants communicated
verbally to management and the audit committee of the registrant their belief
that a material weakness existed in the internal controls of the registrant and
that information had come to the principal accountants' attention that had led
them to believe that they could no longer rely on management's representations.
As a result, the principal accountants indicated that they would be unable to
complete the audit of the December 31, 1999 financial statements of the
registrant at that time and that investors should no longer rely on the
financial statements of the registrant or the reports of the principal
accountants thereon for the years ended December 31, 1997 and 1998 nor on the
interim financial statements of the registrant for the first three quarters of
1999. On April 11, 2000, the registrant issued a press release stating that the
registrant had been advised by the principal accountants that, as a result of
previously reported accounting irregularities at Asche Transfer, Inc., investors
should no longer rely on the financial statements of the registrant or the
reports of the principal accountants thereon for the years ended December 31,
1997 and 1998 nor the interim financial statements for the first three quarters
of 1999. Since April 5, 2000, the principal accountants have not performed any
audit procedures at the registrant and have not completed the audit of the
financial statements for the year ended December 31, 1999. The registrant
believes, however, that at the present time the necessary internal controls do
exist to develop reliable financial statements and that management's
representations are reliable.
(iii) During the preceding two years and the subsequent interim
period preceding the dismissal of the principal accountants, the registrant had
no disagreements with the principal accountants 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 the
principal accountants, would have caused them to make reference to the subject
matter of the disagreements in connection with their report. However, as
indicated above, in April 2000, the principal accountants notified the
registrant that they would be unable to complete the audit of the December 31,
1999 financial statements of the registrant at that time and that investors
should no longer rely on the financial statements of the registrant or the
reports of the principal accountants thereon for the years ended December 31,
1997 and 1998 nor on the interim financial statements of the registrant for the
first three quarters of 1999.
(b) Engagement of New Independent Accountants
(i) On November 2, 2000, the registrant's audit committee and board
of directors formally engaged Grant Thornton LLP (the "new accounting firm") of
130 East Randolph Drive, Chicago, Illinois 60601, to audit the registrant's
financial statements. The new accounting firm was not consulted on any manner
described in Regulation S-K item 304(a)(2) during the registrant's two most
recent fiscal years and subsequent interim periods preceding the engagement of
the new accounting firm. The new accounting firm has reviewed and approved the
content of the Report on Form 8-K and has declined the opportunity to file any
clarifying statement with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(1) Exhibit
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EXHIBIT DESCRIPTION
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16.1 Letter from Ernst & Young LLP
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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.
ASCHE TRANSPORTATION SERVICES, INC.
Date: November 9, 2000 By: /s/ Barbara A. Milligan
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Barbara A. Milligan,
Chief Financial Officer
(Signature)
