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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 3, 2002
Commission File Number 1-8432
MESA OFFSHORE TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 76-6004065
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
JPMORGAN CHASE BANK, TRUSTEE 78701
INSTITUTIONAL TRUST DIVISION (Zip Code)
700 LAVACA
AUSTIN, TEXAS
(Address of principal executive offices)
TELEPHONE NUMBER (512) 479-2562
(Registrant's telephone number, including area code)
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On July 3, 2002, Mesa Offshore Trust (the "Trust") dismissed Arthur
Andersen LLP ("Arthur Andersen") as the Trust's independent accountants. The
Trust has engaged KPMG LLP ("KPMG") as its new independent accountants
effective immediately. The decision to change the Trust's independent
accountants was recommended by the [working interest owners/trustee] of the
Trust.
(b) Arthur Andersen's reports on the Trust's consolidated financial
statements for the years ended December 31, 2001 and 2000 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 two years ended December 31, 2001 and the subsequent
interim period preceding the decision to change independent accountants,
there were no disagreements with Arthur Andersen on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of
Arthur Andersen, would have caused the former accountant to make a reference
to the subject matter of the disagreement(s) in connection with its reports
covering such periods.
(d) During the two years ended December 31, 2001 and the subsequent
interim period preceding the decision to change independent accountants,
there were no "reportable events" (hereinafter defined) requiring disclosure
pursuant to Item 304(a)(1)(v) of Regulation S-K. As used herein, the term
"reportable events" means any of the items listed in paragraphs (a)(1)(v)(A)-(D)
of Item 304 of Regulation S-K.
The Trust provided Arthur Andersen with a copy of the foregoing
disclosures. While the Trust received no information from Arthur Andersen
that Arthur Andersen has a basis for disagreement with such statements, the
Trust has been informed that, in light of recent developments at Arthur
Andersen, Arthur Andersen has ceased providing written representations for
use in Form 8-Ks concerning changes in a registrants certifying accountants.
(e) Effective July 3, 2002 the Trust engaged KPMG as its independent
accountants. During the two years ended December 31, 2001 and the subsequent
interim period preceding the decision to change independent accountants,
neither the Trust nor anyone on its behalf consulted KPMG 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 Trust's consolidated financial statements, nor has KPMG provided to the
Trust a written report or oral advice regarding such principles or audit
opinion.
(f) The Trust has requested that Arthur Andersen 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 Arthur Andersen
dated July 3, 2002 is filed as Exhibit 16.1 to this Form 8-K.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. and Description of Exhibit
The letter from Arthur Andersen LLP pursuant to Item 304(a)(3) of
Regulation S-K will be filed by amendment to this Form 8-K when and if
provided to us by Arthur Andersen LLP.
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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 hereunto duly authorized.
MESA OFFSHORE TRUST
BY: JPMORGAN CHASE BANK, TRUSTEE
By: /s/ MIKE ULRICH
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Mike Ulrich
Senior Vice President & Trust Officer
Dated: July 3, 2002
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