-----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, J9g0W5mHD5iu/EEs8HNTxXWmD2EBYa79xnmclbgTBybX8nNN3mpG101tVhdmiHP8 EnVMWhmevbU377p8KmhjRw== 0000906280-97-000104.txt : 19970602 0000906280-97-000104.hdr.sgml : 19970602 ACCESSION NUMBER: 0000906280-97-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970522 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970530 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIDEWATER INC CENTRAL INDEX KEY: 0000098222 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 720487776 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06311 FILM NUMBER: 97617048 BUSINESS ADDRESS: STREET 1: 1440 CANAL ST STE 2100 CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045681010 MAIL ADDRESS: STREET 1: 1440 CANAL STREET STREET 2: STE 2100 CITY: NEW ORLEANS STATE: LA ZIP: 70112 FORMER COMPANY: FORMER CONFORMED NAME: TIDEWATER MARINE SERVICE INC DATE OF NAME CHANGE: 19780724 8-K 1 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 22, 1997 TIDEWATER INC. (Exact name of registrant as specified in its charter) Delaware 1-6311 72-0487776 (State of (Commission File Number) (IRS Employer incorporation) Identification No.) 1440 Canal Street, New Orleans, Louisiana 70112 (Address of principal executive offices) (Zip Code) (504) 568-1010 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountant (a) On May 22, 1997, Tidewater Inc. dismissed KPMG Peat Marwick LLP ("Peat Marwick") as the Company's independent accountants. The Company has engaged Ernst & Young LLP ("Ernst & Young") as its new independent accountants effective immediately. The decision to change the Company's independent accountants was recommended by the Company's Audit Committee and approved by the Company's Board of Directors. (b) Peat Marwick's reports on the Company's consolidated financial statements for the two fiscal years ended March 31, 1996 and 1997, respectively, 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. (c) During the Company's two fiscal years ended March 31, 1997 and the subsequent interim period preceding the decision to change independent accountants, there were no disagreements with Peat Marwick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Peat Marwick, would have caused it to make a reference to the subject matter of the disagreement(s) in connection with its reports covering such periods. (d) During the Company's two fiscal years ended March 31, 1997 and the subsequent interim period preceding the decision to change independent accountants, there were no "reportable events" (hereinafter defined) requiring disclosure pursuant to Section 229.304(a)(1)(v) of Regulation S-K. As used herein, the term "reportable event" means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Section 304 of Regulation S-K. (e) Effective May 22, 1997, the Company engaged Ernst & Young as its independent accountants. During the two fiscal years ended March 31, 1997 and the subsequent interim period preceding the decision to change independent accountants, neither the Company nor anyone on its behalf consulted Ernst & Young 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 Company's consolidated financial statements, nor has Ernst & Young provided to the Company a written report or oral advice regarding such principles or audit opinion. (f) The Company has requested that Peat Marwick furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Peat Marwick dated May 29, 1997 is filed as Exhibit 16 to this Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits. 16. Letter from KPMG Peat Marwick LLP pursuant to Item 304(a)(3) of Regulation S-K. 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 thereunto duly authorized. TIDEWATER INC. By: /s/ Ken C. Tamblyn ------------------------- Ken C. Tamblyn Executive Vice President and Chief Financial Officer Date: May 30, 1997 EX-16 2 EXHIBIT 16 May 29, 1997 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Tidewater Inc. and, under the date of April 30, 1997, we reported on the consolidated financial statements of Tidewater Inc. and subsidiaries as of March 31, 1997 and 1996 and for each of the years in the three-year period ended March 31, 1997. On May 22, 1997, our appointment as principal accountants was terminated. We have read Tidewater Inc.'s statements included under Item 4 of its Form 8-K dated May 22, 1997. We agree with such statements, except that we are not in a position to agree or disagree with Tidewater Inc.'s statement that the change was recommended by the audit committee and approved by the board of directors and we are not in a position to agree or disagree with Tidewater Inc.'s statement that Ernst & Young LLP was not consulted or did not provide a written report or oral advice 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 Tidewater Inc.'s financial statements. Very truly yours, /s/ KPMG Peat Marwick LLP -----END PRIVACY-ENHANCED MESSAGE-----