-----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, NUoYMDpv6BENjYM/9nFTBZlQICIEZwgS2gIp0sNJNfh6e/3Wnl7iLvxpFLJAojsg UsVKEMmkq+Gjzvh79R89Hw== 0000950129-02-003642.txt : 20020722 0000950129-02-003642.hdr.sgml : 20020722 20020722164316 ACCESSION NUMBER: 0000950129-02-003642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020722 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUEVO ENERGY CO CENTRAL INDEX KEY: 0000861819 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760304436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10537 FILM NUMBER: 02707903 BUSINESS ADDRESS: STREET 1: 1021 MAIN SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136520706 8-K 1 h98434e8vk.txt NUEVO ENERGY CO - DATE OF REPORT: JULY 22, 2002 ================================================================================ 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) JULY 22, 2002 NUEVO ENERGY COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 76-0304436 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1021 MAIN, SUITE 2100, HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 652-0706 ================================================================================ ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On July 22, 2002, Arthur Andersen LLP ("Andersen") was dismissed as independent accountant for Nuevo Energy Company (the "Company") effective upon that date and KPMG LLP ("KPMG") was appointed as the new independent accountant for the Company to replace Andersen for the year ending December 31, 2002. The Company announced this change in independent public accountants in a press release, a copy of which is attached hereto as Exhibit 99.1. The decision to dismiss Andersen and to appoint KPMG was recommended by the Audit Committee of the Company's Board of Directors, and was approved by the Company's Board. Andersen's report on the Company's financial statements for the fiscal year ended December 31, 2001, KPMG's report on the Company's financial statements for the fiscal year ended December 31, 2000 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During Andersen's appointment from March 9, 2001 through July 22, 2002, there were no disagreements with Andersen 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 Andersen, would have caused it to make reference to the subject matter of the disagreements in connection with its report. As required under Securities and Exchange Commission regulations, the Company provided Andersen with a copy of this Item and requested that Andersen furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this Item and, if not, stating the respects in which it does not agree. We were informed that because of its current situation, Andersen would not be able to provide such a letter. KPMG was Nuevo's independent accountant for the fiscal year ended December 31, 2000. KPMG's report on the Company's financial statements for the fiscal year ended December 31, 2000 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. As required under Securities and Exchange Commission regulations, the Company provided KPMG with a copy of this Item and requested that KPMG furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this Item and, if not, stating the respects in which it does not agree. A copy of such letter, dated July 22, 2002 is filed herewith as Exhibit 16. ITEM 7. EXHIBITS (a) EXHIBITS 16 Letter from KPMG to the Securities and Exchange Commission 99.1 Press release dated July 22, 2002 announcing the appointment of KPMG LLP as the Registrant's independent auditors. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. NUEVO ENERGY COMPANY (Registrant) Date: July 22, 2002 By: /s/ James L. Payne ------------------------------- -------------------------------- James L. Payne Chairman, President and Chief Executive Officer Date: July 22, 2002 By: /s/ Janet F. Clark ------------------------------- -------------------------------- Janet F. Clark Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 16 Letter from KPMG to the Securities and Exchange Commission 99.1 Press release dated July 22, 2002 announcing the appointment of KPMG LLP as the Registrant's independent auditors. EX-16 3 h98434exv16.txt LETTER FROM KPMG TO THE SEC EXHIBIT 16 Securities and Exchange Commission Washington, DC 20549 July 22, 2002 Ladies and Gentlemen: We were previously principal accountants for Nuevo Energy Company and, under the date of February 8, 2001, we reported on the consolidated financial statements of Nuevo Energy Company and subsidiaries ("Nuevo") as of and for the year ended December 31, 2000. We have read Nuevo's statements included in the fifth paragraph under Item 4 of its Form 8-K dated July 22, 2002,and we agree with such statements. Very truly yours, /s/ KPMG LLP EX-99.1 4 h98434exv99w1.txt PRESS RELEASE - ANNOUNCING APPOINTMENT OF AUDITORS EXHIBIT 99.1 [LOGO] NEW ENERGY COMPANY NEWS RELEASE ----------------------------------- FOR IMMEDIATE RELEASE CONTACT: July 22, 2002 Barbara B. Forbes Director of Investor Relations 713-374-4870 - -------------------------------------------------------------------------------- NUEVO APPOINTS KPMG LLP AS INDEPENDENT AUDITOR HOUSTON - Nuevo Energy Company (NYSE: NEV) today announced that its Board of Directors, at the recommendation of its Audit Committee, has appointed KPMG LLP as the Company's independent auditor, replacing Arthur Andersen LLP. Nuevo's decision to change its independent auditor was not the result of any disagreement between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. KMPG will perform the audit of Nuevo's financial statements for the fiscal year ending December 31, 2002. In this regard, KPMG will begin immediately to review Nuevo's quarterly financial statements for the second quarter ended June 30, 2002, and finalize its quarterly review prior to the filing of the Company's Form 10-Q. Nuevo Energy Company is a Houston, Texas-based company primarily engaged in the acquisition, exploitation, development, production, and exploration of crude oil and natural gas. Nuevo's domestic properties are located onshore and offshore California. Nuevo is the largest independent producer of oil and gas in California. The Company's international properties are located offshore the Republic of Congo in West Africa and onshore the Republic of Tunisia in North Africa. To learn more about Nuevo, please refer to the Company's internet site at http://www.nuevoenergy.com. ### THIS PRESS RELEASE INCLUDES "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS PRESS RELEASE, INCLUDING WITHOUT LIMITATION, ESTIMATED QUANTITIES AND NET PRESENT VALUE OF RESERVES, ESTIMATED PRODUCTION VOLUMES, BUSINESS STRATEGIES, PLANS AND OBJECTIVES OF MANAGEMENT OF THE COMPANY FOR FUTURE OPERATIONS AND COVENANT COMPLIANCE AND CAPITAL EXPENDITURES ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UPON WHICH SUCH FORWARD-LOOKING STATEMENTS ARE BASED ARE REASONABLE, IT CAN GIVE NO ASSURANCES THAT SUCH ASSUMPTIONS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") AND PROJECTIONS INCLUDE VOLATILITY IN OIL AND GAS PRICES, OPERATING RISKS, THE RISKS ASSOCIATED WITH RESERVE REPLACEMENT, COMPETITION FROM OTHER COMPANIES AND OTHER FACTORS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND OTHER FILINGS MADE WITH THE SEC AND INCORPORATED HEREIN. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS AND PROJECTIONS ATTRIBUTABLE TO THE COMPANY OR TO PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED BY THE CAUTIONARY STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----