Filed On 8/17/00 3:47pm ET · SEC File 1-10621 · Accession Number 950120-0-211
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
8/17/00 American Eco Corp 8-K{3,4,7} 8/03/00 3:6 Thelen Reid & Pri..01/FA
Document/Exhibit Description Pages Size
1: 8-K Current Report 4 9K
2: EX-16 Letter re: Change of Certifying Accountant 1 3K
3: EX-99 Miscellaneous Exhibit 1 5K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - August 3, 2000
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AMERICAN ECO CORPORATION
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(Exact name of registrant as specified in its charter)
Ontario, Canada 0-10621 52-1742490
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3934FM 1960 West, Suite 200, Houston, Texas 77068
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (281) 580-3753
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154 University Avenue, Toronto, Ontario, Canada M5H 3Y9
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(Former Name or Former Address, if changed since last report)
Item 3. Bankruptcy or Receivership.
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On August 4, 2000, American Eco Corporation (the "Company"), and its
subsidiaries filed for protection under the relevant bankruptcy laws in the
United States and Canada.
American Eco Holding Corp., a wholly-owned subsidiary of the Company,
together with other United States subsidiaries filed petitions pursuant to
Chapter 11 of the federal bankruptcy code in the United States Bankruptcy Court,
District of Delaware (Case No. 00-3253, administratively consolidated). The
Company will operate as a debtor-in-possession. Simultaneously, the Company and
its Canadian subsidiaries filed petitions under the Companies Creditors
Arrangement Act (the "CCAA") in the Superior Court of Justice, Ontario, Canada,
before Judge Swinton (File No.00-CL-3841). Pending before the respective Courts
are motions for approval for a cross-border insolvency protocol.
General Electric Credit Corporation ("GECC"), the Company's primary
secured lender, agreed to provide the Company with debtor-in-possession
financing in the amount of $7,000,000 in excess of the present borrowing limits
under the GECC credit facility.
In the Canadian proceeding, PricewaterhouseCoopers LLP ("PwC") is the
Court appointed monitor. In the US proceeding, the debtors have sought Court
approval to retain PwC as financial advisors and accountants, but not auditors.
In June 2000, the Company had retained PwC's business recovery services unit in
Toronto, Ontario as a consultant with respect to pre-petition matters.
Item 4. Changes in Registrant's Certifying Accountant.
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On August 3, 2000, PwC advised the Company that PwC was resigning as
the Company's independent public accountants. PwC had served as the Company's
independent public accountants for the three fiscal years ended November 30,
1999. (See Item 3 of this Report.)
In neither of the Company's past two fiscal years did the PwC report
on the Company's annual financial statements contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
In connection with its audits for the two most recent fiscal years and
through August 3, 2000, the Company has not had any disagreements with PwC on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
PwC, would have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
The Company has requested and received from PwC a letter dated August
17, 2000 addressed to the SEC stating that PwC agrees with the above statements
by the Company. A copy of the PwC letter is attached as Exhibit 16 to this
report.
The Company has not engaged a new independent accountant.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
16. Letter, dated August 17, 2000, from PricewaterhouseCoopers LLP
99. Press Release, dated August 4, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ECO CORPORATION
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(Registrant)
Dated: August 17, 2000 By /s/ J.C. Pennie
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J. C . Pennie
Chairman
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