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): October 17, 2002
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9092 95 -4352386
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
333 Clay Street
Suite 3400
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 659-1361
(Registrant's telephone number, including area code)
ITEM 4. Changes in Registrant's Certifying Accountant
On October 17, 2002, Cheniere Energy, Inc. (the "Registrant") dismissed
PricewaterhouseCoopers LLP ("PWC") as the Registrant's principal accountant and
engaged Mann Frankfort Stein & Lipp CPAs, L.L.P. ("Mann Frankfort") as the
principal accountant for the fiscal year ending December 31, 2002. The change in
principal accountant was approved by the audit committee of the Registrant's
board of directors.
In connection with the audits of the Registrant's two fiscal years ended
December 31, 2001, and the subsequent interim period through such dismissal,
there were no disagreements between PWC and the Registrant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
PWC, would have caused them to make a reference thereto in their report on the
financial statements for such year.
The reports of PWC on the consolidated financial statements of the
Registrant and subsidiaries as of and for the 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,
except the report on the consolidated financial statements as of and for the
year ended December 31, 2001 included an explanatory paragraph regarding the
existence of substantial doubt about the Registrant's ability to continue as a
going concern, and the report on the consolidated financial statements as of and
for the year ended December 31, 2000 included an explanatory paragraph regarding
the recoverability of the Registrant's unevaluated oil and gas properties.
The Registrant has provided PWC with a copy of the disclosures made in this
Item 4 and requested that PWC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements made by the Registrant in this Item 4 and, if not, stating the
respects in which it does not agree. A copy of the letter from PWC to the
Commission is attached as Exhibit 16.1.
During the Company's two most recent fiscal years and through the date of
this Form 8-K, the Registrant did not consult Mann Frankfort 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 Registrant's consolidated financial statements, or any other matters or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 16.1 Letter from PWC dated October 18, 2002.
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.
CHENIERE ENERGY, INC.
Date: October 22, 2002 By: /s/ Don A. Turkleson
-----------------------------------
Name: Don A. Turkleson
Title: Chief Financial Officer