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U.S. Securities and Exchange Commission
Washington, D. C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2002
LAIDLAW GLOBAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 33-37203-D 13-4093923
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
100 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 376-8800
Item 4. Changes in Registrant's Certifying Accountant
On March 5, 2002, Grant Thornton LLP ("Grant") resigned as independent
accountant for Laidlaw Global Corporation ("Registrant" or "Laidlaw"). On March
11, 2002, Registrant engaged Richard A. Eisner & Company, LLP as its new
independent accountant for fiscal year ended December 31, 2001.
The reports prepared and issued by Grant on Laidlaw's financial statements
for fiscal years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. The audit report for fiscal
year ended December 31, 2001 has not been issued but is not delinquent.
During Registrant's fiscal years ending December 31, 2000 and 1999, there
were no disagreements between Laidlaw and Grant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of the Registrant, would
have caused them to make a reference to the subject matter of the disagreements
in connection with their reports on the financial statements for such years.
In late 2001 Grant advised Laidlaw that it had questions with respect to
the cancellation and pricing of stock options of Laidlaw. At the request of
Grant, an independent director conducted an investigation and submitted a
written report. Subsequently, Laidlaw retained independent counsel who
separately submitted its findings. Both reports found that on or about April of
2001, recognizing that its approximately 2.7 million outstanding option were of
no value to its employees and associates, Laidlaw cancelled certain outstanding
options. In or about October 2001, Laidlaw issued new options at an exercise
price of $.25 per share. The reports attributed poor procedural controls to the
failure to timely apprize Grant of the corporate actions. Nevertheless, the
reports of the independent director and independent counsel concluded that no
unlawful or deceptive practices, or fraudulent conduct were engaged in any time
by Laidlaw, its employees, officers or board members. The reports did recommend
changes in procedural controls, which are being implemented.
Grant rejected the findings of the reports. On March 5, 2002, Grant
notified the Laidlaw Board of Directors that pursuant to Section 10A of the
Exchange Act of 1934 (the "Grant Report"), in Grant's belief, an illegal act or
acts may have occurred at Laidlaw during 2001. The Report alleged in part "that
neither management nor the Board of Directors has taken sufficient steps to
determine whether an illegal act has occurred within the meaning of Section 10A
of the Exchange Act of 1934. The report then concluded, "We therefore have no
basis for evaluating whether management or the Board can take appropriate
remedial action. Without the ability to determine accurately the facts and
circumstances, it is not possible for the Company or us to decide upon the
appropriate accounting for the relevant transaction. In that circumstance, we
would be unable to issue an audit report".
The Company has filed its response with the Securities and Exchange
Commission vigorously rejecting the contentions of the Grant Report. The
response was accompanied by supplemental letters from the independent director
and independent counsel, reconfirming their findings in their reports, objecting
to the allegations in the Grant Report, rejecting its conclusions and
reiterating there was no wrongdoing on Laidlaw's part. The report of the
independent counsel went on to specifically state that their "office responded
to each issue raised that was pertinent."
As required by Item 304 (a) (3) of Regulation S-K, Laidlaw has furnished
Grant with the disclosure contained in this Item 4 and requested that Grant
furnish Laidlaw with a letter addressed to the Securities and Exchange
Commission stating that it agrees or disagrees with he statement made by Laidlaw
in this Item 4. A copy of the Grant letter to the Securities and Exchange
Commission dated March 26, 2002 is filed as Exhibit 16.1 to this Form 8-K/A.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
LAIDLAW GLOBAL CORPORATION
Date: March 29, 2002 By: /s/ Harit Jolly
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Harit Jolly
President
Exhibit Index
Exhibit Number Exhibits
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16.1 Letter from Grant Thornton, LLP