8-K

 
                      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 3, 1999


                            SYNTROLEUM CORPORATION
            (Exact name of registrant as specified in its charter)


           Kansas                      000-21911                43-1764632
(State or other jurisdiction          (Commission            (I.R.S. Employer
      of incorporation)               File Number)          Identification No.)


                              1350 South Boulder
                                  Suite 1100
                          Tulsa, Oklahoma  74119-3295
             (Address of principal executive offices and zip code)

      Registrant's telephone number, including area code:  (918)592-7900


                                Not Applicable
  (Registrant's former name and former address, if changed since last report)

 
Item 4. Changes in Registrant's Certifying Accountant

        Pursuant to an Agreement and Plan of Merger dated as of March 30, 1998
(the "Merger Agreement") by and between Syntroleum Corporation, an Oklahoma
corporation ("Old Syntroleum"), and SLH Corporation, a Kansas corporation
("SLH"), effective August 7, 1998 (i) Old Syntroleum merged (the "Merger") with
and into SLH, with SLH being the surviving corporation (the survivor of the
Merger, together with its subsidiaries and predecessors, is referred to herein
as "Syntroleum" or the "Company"), (ii) SLH changed its name to "Syntroleum
Corporation," (iii) the officers of SLH were replaced by the officers of Old
Syntroleum, (iv) six of the eight SLH directors were replaced by Old Syntroleum
directors, (v) each outstanding share of common stock, par value $0.001 per
share, of Old Syntroleum was converted into the right to receive 1.28990 shares
of common stock, par value $0.01 per share, of the Company (the "Common Stock"),
and (vi) the Company's Articles of Incorporation were amended to increase the
number of authorized shares of Common Stock from 30,000,000 shares to
150,000,000 shares and the number of authorized shares of the Company's
preferred stock, par value $0.01 per share, from 1,000,000 shares to 5,000,000
shares. The transactions relating to the Merger are more fully described in the
Joint Proxy Statement/Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended, on
July 6, 1998, and the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 1998.

        The Merger has been accounted for as a reverse acquisition using the
purchase method of accounting in accordance with the Accounting Principles Board
Opinion No. 16. Although SLH is the surviving corporation in the merger for
legal purposes, Old Syntroleum is the acquirer for accounting purposes.

        At the time of the merger, the Company's independent public accountants
were KPMG LLP ("KPMG") and Old Syntroleum's independent public accountants were
Arthur Andersen LLP ("Arthur Andersen"). On February 8, 1999 the Company's audit
committee recommended to the Company's Board of Directors that the Company
engage Arthur Andersen as the Company's independent public accountants and, on
February 8, 1999, the Company's Board of Directors approved the engagement of
Arthur Andersen as the Company's independent public accountants to replace KPMG.

        During years ended December 31, 1997 and 1998 and the subsequent interim
period preceding February 3, 1999, neither the Company nor anyone on its behalf
consulted Arthur Andersen regarding the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
                                       2

 
        The reports of KPMG on the Company's consolidated financial statements
for the years ended December 31, 1996 and 1997 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

        During the years ended December 31, 1997 and 1998 and the subsequent
interim period preceding February 3, 1999, there were no disagreements with
KPMG.

        For the purpose of this Report, (a) the term "disagreements" means any
disagreement between personnel of the Company responsible for presentation of
the Company's financial statements and personnel of KPMG responsible for
rendering KPMG's report on the Company's financial statements 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
KPMG, would have caused KPMG to make reference to the subject matter of the
disagreement in connection with their opinion. 

        The Company has provided KPMG with a copy of this Current Report on Form
8-K prior to filing this Report with the Securities and Exchange Commission.

                                       3

 
        KPMG has provided the Company a letter, which is filed as an exhibit
to this Report, addressed to the Securities and Exchange Commission.

Item 7. Financial Statements and Exhibits

        (a) Financial statements of business required.

            Not applicable.

        (b) Pro forma financial information.

            Not applicable.

        (c) Exhibits.

            16.1  Letter of KPMG LLP dated February 12, 1999 regarding change in
                   accountants.

                                       4

 
                                  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.

                                     SYNTROLEUM CORPORATION



                                     By:   /s/ Eric Grimshaw
                                         -----------------------------------
                                         Name:  Eric Grimshaw
                                         Title: Vice President, General Counsel
                                                and Secretary

Dated:  February 15, 1999

                                       5

EX-16.1

 
                                                                    EXHIBIT 16.1

                     [LETTERHEAD OF KPMG LLP APPEARS HERE]



February 12, 1999



Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Syntroleum Corporation (formerly 
SLH Corporation) and, under the date of February 20, 1998, we reported on the 
consolidated financial statements of SLH Corporation and subsidiaries as of and 
for the years ended December 31, 1997 and 1996. On February 8, 1999, our 
appointment as principal accountants was terminated. We have read Syntroleum 
Corporation's statements included under Item 4 of its Form 8-K dated 
February 15, 1999. We have not audited any financial statements of the Company
as of any date or for any period subsequent to December 31, 1997. Therefore, we
take no position with respect to the Company's statements contained in the first
two paragraphs of Item 4 of the Form 8-K. With regard to other statements
contained in Item 4 of the Form 8-K, we agree with such statements except that
we are not in a position to agree or disagree with Syntroleum Corporation's
statements that a) the change was recommended by the audit committee of the
board of directors and approved by the board of directors, and b) Arthur
Andersen was not consulted regarding the application of accounting principles to
a specified transaction or the type of audit opinion that might be rendered on
Syntroleum Corporation's financial statements.

Very truly yours,

/s/ KPMG LLP