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 (Date of earliest event reported): June 28, 2002
Commission file number 000-32855
__________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2982117
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(504)367-7030
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 28, 2002, Torch Offshore, Inc. (the "Company")
dismissed Arthur Andersen LLP ("Arthur Andersen") and
appointed Ernst & Young LLP ("Ernst & Young") to serve as
the Company's independent auditors for fiscal year 2002,
based upon the recommendation of the Company's Audit
Committee. The appointment of Ernst & Young is effective
immediately and will commence with a review of the Company's
consolidated financial statements for the three months ended
June 30, 2002.
The appointment of Ernst & Young was made after careful
consideration by the Board of Directors, its Audit Committee
and management of the Company. The decision to change
auditors was not the result of any disagreement between the
Company and Arthur Andersen on any matter of accounting
principles and practices, financial statement disclosures or
auditing scope or procedure, but, rather, was attributable
to the current circumstances surrounding Arthur Andersen and
its inability to service the Company.
The audit reports of Arthur Andersen on the consolidated
financial statements of the Company as of and for the fiscal
years ended December 31, 2001 and 2000, did not contain any
adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or
accounting principles. Additionally, during the Company's
two most recent fiscal years and through the date hereof,
there were no disagreements between the Company and Arthur
Andersen on any matter of accounting principles or
practices, financial statement disclosure or auditing scope
or procedure which, if not resolved to Arthur Andersen's
satisfaction would have caused them to make reference to the
subject matter of the disagreement in connection with its
reports on the Company's consolidated financial statements
for such years. Also, there were no reportable events, as
listed in Item 304(a)(1)(v) of Regulation S-K during the
Company's two most recent fiscal years and through the date
hereof.
The Company provided Arthur Andersen with a copy of the
foregoing disclosures. A letter from Arthur Andersen dated
July 1, 2002, stating its agreement with these statements is
attached as Exhibit 16.1.
During the Company's two most recent fiscal years ended
December 31, 2001 and 2000, and through the date hereof, the
Company did not consult with Ernst & Young with respect to
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 consolidated
financial statements, or any other matters or reportable
events as set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
16.1 Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated July 1, 2002.
99.1 Press release dated July 2, 2002, "Torch Offshore
Appoints Ernst & Young LLP as Independent Auditors
for 2002"
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.
TORCH OFFSHORE, INC.
By: /s/ WILLIAM J. BLACKWELL
Date: July 2, 2002 -----------------------------
William J. Blackwell
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
16.1 Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated July 1, 2002.
99.1 Press release dated July 2, 2002, "Torch Offshore
Appoints Ernst & Young LLP as Independent Auditors
for 2002"
EXHIBIT 16.1
July 1, 2002
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Torch Offshore, Inc.
Dear Sir/Madam:
The representations made in this letter are based solely on
discussions with and representations from the engagement
partner on the audits of the financial statements of this
registrant for the two most recent fiscal years. This
individual is no longer with Arthur Andersen LLP. We have
read Item 4 included in the Form 8-K dated June 28, 2002 of
Torch Offshore, Inc. (Commission File Number 000-32855) to
be filed with the Securities and Exchange Commission and
have found no basis for disagreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Copy to:
Mr. William J. Blackwell
Chief Financial Officer
Torch Offshore, Inc.
401 Whitney Avenue, Suite 400
Gretna, LA 70056
EXHIBIT 99.1
NEWS RELEASE
For immediate release to: Contact: Bill Blackwell (1) 504-367-7030
Analysts, Financial Community, Media b.blackwell@torchinc.com
Bradley Lowe (1) 504-367-7030
b.lowe@torchinc.com
Torch Offshore Appoints Ernst & Young LLP as Independent
Auditors for 2002
New Orleans, Louisiana USA, July 2, 2002
Torch Offshore, Inc. (NASDAQ: TORC) (the "Company")
announced today that its Board of Directors has appointed
Ernst & Young LLP ("Ernst & Young") as its independent
public accountants for the remainder of the 2002 fiscal
year. Prior to this decision, Arthur Andersen LLP ("Arthur
Andersen") served as the Company's independent public
accountants. Ernst & Young's appointment is effective
immediately as they will review the Company's consolidated
financial statements beginning with the three months ended
June 30, 2002.
Arthur Andersen exhibited the highest level of
professionalism and provided exemplary service to the
Company since 1997. The appointment of Ernst & Young was
made after careful consideration by the Board of Directors,
its Audit Committee and management of the Company. The
decision to change auditors was not the result of any
disagreement between the Company and Arthur Andersen on any
matter of accounting principles or practices, financial
statement disclosures or auditing scope or procedure, but,
rather, was attributable to the current circumstances
surrounding Arthur Andersen and its inability to service the
Company.
Established in 1978, Torch Offshore, Inc. is involved in
offshore pipeline installation and subsea construction for
the oil and natural gas industry. Torch Offshore is
expanding beyond its established shallow water niche market
in order to serve the industry's worldwide growing needs in
the deep waters.