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 --------------------- March 15, 2000 Date of Report (Date of earliest event reported) BESICORP LTD. (Exact name of registrant as specified in its charter) New York 000-25209 14-1809375 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) Incorporation) 1151 Flatbush Road Kingston, New York 12401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 336-7700 Item 4. Changes in Registrant's Certifying Accountant On or about March 15, 2000, Besicorp Ltd. (the "Company"), dismissed Citrin Cooperman & Company, LLP (the "Former Auditor") as its principal outside accountant. The Former Auditor's reports on the Company's financial statements during any of the past two years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles except that the Former Auditor's reports with respect to the consolidated balance sheet of the Company as at March 31, 1999 and 1998 and the related consolidated statements of operations, changes in shareholders equity and cash flows for the two years then ended contained a going concern explanatory paragraph. The decision to change accountants was not recommended or approved by any audit or similar committee or the board of directors. During the Company's two most recent fiscal years and all subsequent interim periods preceding the dismissal there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Former Auditor, would have caused it to make a reference to the subject matter of the disagreement in connection with its report. On March 15, 2000, the Company engaged Urbach Kahn & Werlin P.C. as their principal accountant to audit the Company's financial statements. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Title of Exhibit 10.6 Amendment No. 1 to Escrow Agreement 16.1 Letter from Citrin Cooperman & Company, LLP dated March 15, 2000. 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. BESICORP LTD. /s/Michael F. Zinn Michael F. Zinn, Chairman of the Board, President and Chief Executive Officer Dated: March 15, 2000 Kingston, New York