-----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, WizLS+uKXGjG53nQecIw06i+aju/7fSRaASl6wsulP2+D9QNqKIZ4LrfTlS29j7t iGgIY75pqzYBd3a9zGAwuA== 0000914024-99-000017.txt : 19990923 0000914024-99-000017.hdr.sgml : 19990923 ACCESSION NUMBER: 0000914024-99-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: FILED AS OF DATE: 19990922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW GROUP INC CENTRAL INDEX KEY: 0000914024 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 721106167 STATE OF INCORPORATION: LA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12227 FILM NUMBER: 99715327 BUSINESS ADDRESS: STREET 1: 11100 MEAD RD STREET 2: 2ND FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 5042961195 MAIL ADDRESS: STREET 1: 11100 MEAD RD STREET 2: 2ND FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70816 8-K 1 FORM 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 September 22, 1999 THE SHAW GROUP INC. (Exact name of registrant as specified in its charter) Louisiana 0-22992 72-1106167 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8545 United Plaza Boulevard, Baton Rouge, Louisiana 70809 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (225) 932-2500 Not Applicable (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountant. On September 22, 1999, The Shaw Group Inc., a Louisiana corporation ("Shaw"), engaged Arthur Andersen LLP ("Arthur Andersen) as its sole independent auditors for the fiscal year ended August 31, 1999. Previously, Shaw engaged both Hannis T. Bourgeois, L.L.P. ("HTB") and Arthur Andersen as its independent auditors. The single jointly signed auditor's report, signed jointly by HTB and Arthur Andersen, was considered to be the equivalent of two separately signed auditors' reports. Thus, previously each firm represented that it had complied with generally accepted auditing standards and was in a position that would justify it being the only signatory of the report. Given Shaw's increasing expansion of its overseas operations, HTB believes it would be unable to continue to make this representation after fiscal year 1998. Therefore, HTB decided to resign as one of Shaw's independent auditors effective September 22, 1999. The following information is provided pursuant to Item 4 of Form 8-K and Item 304(a)(1) and Item 304(a)(3) of Regulation S-K, Sections 229.304(a)(1) and (a)(3). Item 304(a)(1): (i) HTB resigned as independent auditors of Shaw's financial statements on September 22, 1999, the date on which Shaw engaged Arthur Andersen as its sole independent auditors. (ii) The reports of independent accountants issued by Arthur Andersen and HTB on the Shaw financial statements for the past two years were unqualified. (iii) The decision to engage Arthur Andersen was approved by the Audit Committee of the Board of Directors. (iv) During Shaw's two most recent fiscal years and any subsequent interim period preceding HTB's resignation, there were no disagreements with Arthur Andersen or HTB. (v) During Shaw's two most recent fiscal years and the subsequent interim periods preceding HTB's resignation, no "reportable events" as defined in Item 304 (a)(i)(v) or Regulation S-K, occurred. Item 304(a)(2): Item 304(a)(2) of Regulation S-K, Section 229.304 is not applicable pursuant to Item 4 of Form 8-K Current Report. Item 304(a)(3): Shaw has provided HTB with a copy of the disclosures and has requested HTB to furnish Shaw with a letter addressed to the Commission stating whether HTB agrees with the statements made by Shaw and, if not, stating the respects in which it does not agree. Shaw has filed HTB's letter as an exhibit. Item 304(b): Item 304(b) is not applicable pursuant to Item 4 of Form 8-K Current Report. 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. THE SHAW GROUP INC. (Registrant) Date: September 22, 1999 By: /s/ Gary P. Graphia ----------------------------- Gary P. Graphia Secretary and General Counsel THE SHAW GROUP INC. EXHIBIT INDEX Form 8-K September 22, 1999 Exhibit Number Description Page No. - -------------- ----------- -------- 1 Letter addressed to the Commission from Hannis T. Bourgeois L.L.P. dated September 22, 1999, filed herewith. EX-1 2 HANNIS T. BOURGEOIS L.L.P. HANNIS T. BOURGEOIS, L.L.P. Certified Public Accountants 2322 Tremont Drive, Suite 200 Baton Rouge, LA 70809 Phone: (225) 928-4770 Fax: (225) 926-0945 September 22, 1999 Securities and Exchange Commission 450 5th Street Washington, D.C. 20549 Ladies and Gentlemen: We have read statements and comments of The Shaw Group Inc. included under item 4 of its Form 8-K dated September 22, 1999, and we agree with such statements and comments. Respectfully submitted, HANNIS T. BOURGEOIS, L.L.P. /s/ Hannis T. Bourgeois, L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----