-----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, Fa1z0v0kmiP2bF8P65naMyVYBZUlF9I+D16wm+QnuhWvAT9qQbCYm/9P/va7DaZr bd8Oskds5h8mfzSJtjVlNQ== 0000950134-01-508725.txt : 20020411 0000950134-01-508725.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950134-01-508725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011109 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHCARE CO CENTRAL INDEX KEY: 0001057489 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 582335973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24685 FILM NUMBER: 1792109 BUSINESS ADDRESS: STREET 1: 7200 BISHOP ROAD CITY: AUSTELL STATE: GA ZIP: 30168 BUSINESS PHONE: 7704498844 MAIL ADDRESS: STREET 1: 14901 QUORUM DRIVE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SANTI GROUP INC /GA DATE OF NAME CHANGE: 19980720 8-K 1 d92402e8-k.txt FORM 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): NOVEMBER 9, 2001 EARTHCARE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-24685 58-235973 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OR INCORPORATION) IDENTIFICATION NUMBER) 14901 QUORUM DRIVE SUITE 200 DALLAS, TEXAS 75254 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (972) 858-6025 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On November 9, 2001, PricewaterhouseCoopers LLP resigned as the independent accountants for EarthCare Company. The reports of PricewaterhouseCoopers LLP for the years ended December 31, 1999 and 2000, contained no adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that in their report dated April 17, 2001, relating to the audited consolidated financial statements for the year ended December 31, 2000, PricewaterhouseCoopers LLP expressed substantial doubt regarding EarthCare Company's ability to continue as a going concern. During the two most recent fiscal years and through November 9, 2001, there have been no disagreements with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. EarthCare Company has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated November 14, 2001, is filed as Exhibit 16 to this Form 8-K. At EarthCare Company's Audit Committee meeting on October 18, 2001, the members of the Audit Committee approved the appointment of BDO Seidman LLP as the new independent accountants, subject to the completion of certain client acceptance procedures by BDO Seidman, LLP. On November 14, 2001, EarthCare Company completed the engagement of BDO Seidman, LLP as their new independent accountants by signing an engagement letter with BDO Seidman, LLP. During the two year period ended December 31, 2000 and through the date of this filing, the Registrant did not consult with BDO Seidman, LLP regarding either 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 financial statements of the Registrant. In addition, the Registrant did not consult with BDO Seidman, LLP regarding any matter that was the subject of a disagreement or a reportable event within the meaning of Item 304 of the Securities and Exchange Commission's Regulation S-K. 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, thereunto duly authorized. EARTHCARE COMPANY Date: November 14, 2001 By: /s/ William W. Solomon, Jr. ------------------------------- William W. Solomon, Jr. Vice President, Chief Financial Officer and Principal Accounting Officer ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS 16 Letter re change in certifying accountant EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 16 Letter re change in certifying accountant
EX-16 3 d92402ex16.txt LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT EXHIBIT 16 November 14, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by EarthCare Company (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated November 9, 2001. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----