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: September 18, 2000 TEXAS PETROCHEMICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-37811 76-0504002 (State or other jurisdiction of (Registration (I.R.S. Employer incorporation or organization) Number) Identification No.) Three Riverway, Suite 1500 Houston, Texas 77056 (Address of principal executive offices) (Zip Code) (713) 627-7474 (Registrant's telephone number, including area code) ================================================================================ 2 ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT. On September 13, 2000 the Audit Committee of the Board of Directors of Texas Petrochemical Holdings Inc. (the "Company") recommended and the Company's Board of Directors approved, the engagement of PricewaterhouseCoopers LLP ("PWC") to audit the consolidated financial statements of the Company for the fiscal year ending June 30, 2001. The Company's current auditors, Deloitte & Touche LLP ("D&T") were retained to audit the Company's financial statements for the year ended June 30, 2000. As of the date hereof, D&T has not issued its report in connection with such audit. D&T's reports on the Company's consolidated financial statements for the two years ended June 30, 1999 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the two years ended June 30, 1999, and during the subsequent period to the date hereof (i) the Company had no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of D&T, would have caused D&T to make reference to the matter in their reports; (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934; and (iii) the Company has not consulted PWC, during the two years ended June 30, 1999, and during the subsequent period to the date hereof, on either the application of accounting principles or the type of opinion PWC might issue on the Company's financial statements. In accordance with the rules of the Securities and Exchange Commission, the Company provided D&T a copy of the disclosures made under this Item 4 and requested D&T to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not D&T agrees with the above statements. Such letter is attached as Exhibit 16.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 16.1 Letter of D&T regarding change in certifying accountant. 1 3 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. Texas Petrochemical Holdings, Inc. Dated: September 18, 2000 By: /s/ Carl S. Stutts ------------------------------ Carl S. Stutts Executive Vice President, CFO 2 4 EXHIBIT INDEX Exhibit - ------- 16.1 Letter of D&T regarding change in certifying accountant. 3