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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 26, 2002
(Date of earliest event reported: August 12, 2002)
SOUTHERN INVESTORS SERVICE COMPANY, INC.
(Exact name of registrant as specified in the charter)
Delaware 04863 74-1223691
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation Identification No.)
2727 North Loop West, Suite 200
Houston, Texas 77008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 869-7800
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PRELIMINARY NOTE
This Amendment No. 1 to the registrant's Current Report on Form 8-K (which
such original report was dated as of August 12, 2002 and filed on August 13,
2002) amends Item 4 of such Current Report, as set forth on the pages attached
hereto.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 12, 2002, Southern Investors Service Company, Inc., a Delaware
corporation (the "Company"), dismissed Arthur Andersen LLP ("Andersen") as the
Company's independent auditor, upon the unanimous recommendation of the
Company's Audit Committee and the unanimous approval of its Board of Directors.
Andersen's audit report on the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 2001 contained the
following paragraphs reporting that substantial doubt existed as to the
Company's ability to continue as a going concern:
The Company's cash flow from operations has not been adequate to meet
the Company's obligations for the past several years. As of December 31,
2001, the Company had sold substantially all of its operating assets and
continues to have a deficit in stockholders' equity. As described in Note 1
to the financial statements, even though the Company has restructured
certain indebtedness in the last several years and sold substantially all
of its operating assets, it continues to be delinquent on $4,831,000 of
debt. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Also as described in Note 1 to the financial
statements, on March 26, 2002, the Board of Directors of the Company
determined that the best alternative to settle the Company's existing debt
was to file a voluntary petition for relief under the bankruptcy laws. The
Company currently anticipates filing a plan of liquidation during 2002.
The accompanying financial statements have been prepared using the
historical cost basis of accounting. Management of the Company believes the
historical cost basis of accounting states assets at approximately their
liquidation values and states the Company's liabilities at their historical
amounts. It is not presently determinable what amounts the creditors will
agree to accept in settlement of the obligations due them. The accompanying
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Andersen's audit report on the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 2000 contained the
following paragraph reporting that substantial doubt existed as to the Company's
ability to continue as a going concern:
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The Company's cash flow from operations has not been adequate to meet
the Company's obligations for the past several years. As of December 31,
2000, the Company had sold substantially all of its operating assets and
still has a deficit in stockholders' equity. As described in Note 1 to the
Consolidated Financial Statements, even though the Company has restructured
certain indebtedness in the last several years, and sold substantially all
of its operating assets, it continues to be delinquent on $4,811,000 of
debt. There can be no assurance the Company will be able to settle or
restructure its debts and obligations with its existing assets or realize
the carrying amount of its remaining noncash assets. These factors raise
substantial doubt about the Company's ability to continue as a going
concern and to realize the carrying amount of its assets. Management is
currently reviewing options in regard to these matters as described in Note
1 to the Consolidated Financial Statements. There can be no assurance that
actual events will occur in accordance with any of the options management
is currently reviewing. The accompanying Consolidated Financial Statements
have been prepared assuming the Company will continue as a going concern
and do not include any adjustments, which could be significant, relating to
the recoverability of asset carrying amounts or the amount and
classification of liabilities that might be necessary if the Company is
unable to continue as a going concern.
Other than as set forth above, Andersen's audit reports on the Company's
financial statements for the fiscal years ended December 31, 2001 and December
31, 2000 did not contain an adverse opinion or disclaimer of opinion, and were
not modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the years ended December 31, 2001 and
December 31, 2000 and during the interim period from January 1, 2002 up to and
including August 12, 2002, there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of the disagreement in connection with Andersen's report.
Effective as of August 12, 2002, Weinstein Spira & Company, PC was approved
by the Company's Audit Committee and Board of Directors as the Company's new
independent auditors. Management of the Company has not previously consulted
with Weinstein Spira & Company, PC concerning any accounting, auditing or
reporting matter.
In accordance with Item 304(a)(3) of Regulation S-B, the Company has
requested Andersen to furnish a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company in
this Current Report on Form 8-K. A representative of Andersen has informed the
Company that Andersen is no longer furnishing such letters, and therefore,
pursuant to Item 304T of Regulation S-B, no such letter is filed herewith.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit Number Description of Document
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None
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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.
SOUTHERN INVESTORS SERVICE COMPANY, INC.
By: /s/ Eric Schumann
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Eric Schumann,
Senior Vice President -- Finance
Principal Financial and Accounting Officer
Date: August 26, 2002
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