-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Had+4mtqFLBw+0SXQRbPFeKmU8CcGWf4ASDA8cc1BkDyM/zdmmJ33uppEcReCK3N eiVESVJ10eaj8q7nlWAOcw== 0000912057-02-022897.txt : 20020607 0000912057-02-022897.hdr.sgml : 20020607 20020603175652 ACCESSION NUMBER: 0000912057-02-022897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020530 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL COMPANIES INC CENTRAL INDEX KEY: 0001016152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 760433642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14472 FILM NUMBER: 02669303 BUSINESS ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136230790 MAIL ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: CORNELL CORRECTIONS INC DATE OF NAME CHANGE: 19960604 8-K 1 a2081655z8-k.txt 8-K - -------------------------------------------------------------------------------- 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 (Date of earliest event reported): May 30, 2002 CORNELL COMPANIES, INC. Exact Name of Registrant as Specified in its Charter DELAWARE 1-14472 76-0433642 State of Incorporation Commission File Number I.R.S. Employer or Organization Identification No. 1700 WEST LOOP SOUTH, SUITE 1500 HOUSTON, TEXAS 77027 Address of Principal Executive Offices (Zip Code) (713) 623-0790 Registrant's telephone number, including area code - -------------------------------------------------------------------------------- Page 1 of 5 Pages The Exhibit Index Appears on Page 4 INFORMATION TO BE INCLUDED IN REPORT Item 4. Changes in Registrant's Certifying Accountant. On May 30, 2002, upon the recommendation of the Company's Audit Committee, the Board of Directors approved the dismissal of Arthur Andersen LLP ("Arthur Andersen") as the Company's independent auditors and the appointment of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to serve as the Company's independent auditors for the year ending December 31, 2002. The change in auditors is effective immediately. Arthur Andersen's reports on the Company's consolidated financial statements as of and the years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the two fiscal years ended December 31, 2001, and during the subsequent interim period through the date hereof, there were no disagreements with Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated May 31, 2002, stating its agreement with such statements. During the two fiscal years ended December 31, 2001 and through May 30, 2002, the Company did not consult PricewaterhouseCoopers with respect to the application of generally accepted accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report: Exhibit 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 31, 2002. Page 2 of 5 Pages The Exhibit Index Appears on Page 4 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. Dated: May 31, 2002 CORNELL COMPANIES, INC. By: /s/ JOHN L. HENDRIX ------------------------------------- John L. Hendrix Senior Vice President and Chief Financial Officer Page 3 of 5 Pages The Exhibit Index Appears on Page 4 EXHIBIT INDEX Exhibit Description 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 31, 2002. Page 4 of 5 Pages The Exhibit Index Appears on Page 4 EX-16 3 a2081655zex-16.txt EXHIBIT 16 Exhibit 16 [LETTERHEAD OF ARTHUR ANDERSEN LLP] May 31, 2002 Office of Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read the first four paragraphs of Item 4 included in the Form 8-K dated May 30, 2002, of Cornell Companies, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ ARTHUR ANDERSEN LLP Copy to: Mr. John Hendrix, Chief Financial Officer, Cornell Companies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----