View:
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):May 16, 2003
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
STATE OF NEVADA 000-16741 94-1667468
(State or other (Commission of File Number) (I.R.S. Employer
jurisdiction incorporation) Identification Number)
5300 Town And Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)
(972) 668-8800
(Registrant's Telephone No.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee of the Board of Directors of Comstock Resources, Inc.
("Comstock") annually considers and recommends to the Board of Directors the
selection of Comstock's independent public accountants. As recommended by the
Audit Committee, on May 16, 2003, the Board of Directors decided to no longer
engage KPMG LLP ("KPMG") as Comstock's independent public accountants and
engaged Ernst & Young LLP ("Ernst & Young") to serve as Comstock's
independent public accountants for 2003.
KPMG's audit reports on Comstock's consolidated financial statements for the past
two years did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles, except as follows:
KPMG LLP's report on the consolidated financial statements of Comstock and
subsidiaries as of and for the years ended December 31, 2002 and 2001, contained
a separate paragraph stating that "effective January 1, 2001, the Company
changed its method of accounting for derivative instruments" and a separate
paragraph stating that "the Company has restated the consolidated balance sheet
as of December 31, 2001 and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for the two year
period then ended, which consolidated financial statements were previously
audited by other independent auditors who have ceased operations".
During Comstock's two most recent fiscal years and through the date of this
Form 8-K, there were no disagreements with KPMG on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to KPMG's satisfaction, would have caused them
to make reference to the subject matter in connection with their report on
Comstock's consolidated financial statements for such years.
Comstock provided KPMG with a copy of the foregoing disclosures. Attached
as Exhibit 16 is a copy of KPMG's letter, dated May 16, 2003.
During Comstock's two most recent fiscal years and through the date of this
Form 8-K, Comstock did not consult 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
Comstock'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
Exhibits.
The following exhibits are filed with this document:
Exhibit
Number Description
------ -----------
16 Letter from KPMG LLP to the Securities and Exchange
Commission dated May 16, 2003
99.1 Press Release dated May 16, 2003
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.
COMSTOCK RESOURCES, INC.
BY: /s/ ROLAND O. BURNS
--------------------------
Roland O. Burns
Senior Vice President and
Chief Financial Officer
Dated: May 16, 2003
May 16, 2003 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Comstock Resources, Inc. and, under the date of March 19, 2003, we reported on the consolidated financial statements of Comstock Resources, Inc. as of and for the years ended December 31, 2002 and 2001. On May 16, 2003, our appointment as principal accountants was terminated. We have read Comstock Resources, Inc.'s statements included under Item 4 of its Form 8-K dated May 16, 2003 and we agree with such statements, except that we are not in a position to agree or disagree with Comstock Resources, Inc.'s statements that (i) the audit committee of the board of directors annually considers and recommends to the board of directors the selection of Comstock's independent public accountants, (ii) the dismissal of KPMG LLP was approved by the audit committee of the board of directors on May 16, 2003, (iii) that the audit committee approved the engagement of Ernst & Young LLP for 2003 on May 16, 2003, or (iv) Ernst & Young LLP was not consulted with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of opinion that might be rendered on Comstock Resources, Inc.'s consolidated financial statements or any other matters or reportable events listed in Items 304 (a) (2) (i) and (ii) of Regulation S-K. Very truly yours, /s/ KPMG LLP
COMSTOCK RESOURCES, INC.
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8800
Contact: Roland O. Burns
Sr. Vice President and
Chief Financial Officer
Web Site: www.comstockresources.com
NEWS RELEASE
- -------------------------------------------------------------------------------
For Immediate Release
COMSTOCK RESOURCES, INC. APPOINTS
NEW INDEPENDENT ACCOUNTANTS
FRISCO, TEXAS, May 16, 2003 -- Comstock Resources, Inc. ("Comstock" or the
"Company") (NYSE:CRK) announced today that the Audit Committee of Comstock's
Board of Directors has appointed Ernst & Young LLP as the Company's independent
accountants for 2003. Prior to the selection of Ernst & Young, KPMG LLP had
served as the Company's independent accountants.
"This appointment was based on a thorough evaluation process conducted by our
audit committee," stated M. Jay Allison, Comstock's chairman and chief executive
officer. "We look forward to working with Ernst & Young as our new independent
accountants."
Comstock Resources, Inc. is a growing independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions, exploration and
development primarily in Texas, Louisiana and the Gulf of Mexico. The company's
stock is traded on the New York Stock Exchange under the symbol CRK.