SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: (Date of earliest event reported):
February 25, 2002 (February 15, 2002)
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
801 Travis, Suite 2100
Houston, Texas 77002
(Address of Registrant's principal executive offices)
(713) 227-7660
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Upon the recommendation of the Registrant's Audit Committee, on
February 15, 2002, the Registrant's Board of Directors decided not to renew the
engagement of KPMG LLP ("KPMG") as the Registrant's principal accountant and
selected Mann Frankfort Stein & Lipp CPAs, LLP ("Mann Frankfort") as KPMG's
replacement.
In connection with the audits of the Registrant's two fiscal years
ended December 31, 2000, and the subsequent interim period through February 15,
2002, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement. The audit reports of KPMG on the consolidated
financial statements of the Registrant and subsidiaries as of and for the 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, except as follows:
KPMG's report on the Registrant's consolidated financial statements for
the years ended December 31, 2000 and 1999 contained a separate paragraph
stating that "As discussed in Note 1 to the consolidated financial statements,
effective January 1, 1999, the Company changed its method of accounting for
costs of start-up activities.
A letter from KPMG is attached as Exhibit 16.1 to this Form 8-K.
During the two fiscal years ended December 31, 2000 and the subsequent
interim period prior to engaging Mann Frankfort, neither the Registrant nor
anyone on its behalf consulted with Mann Frankfort regarding 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
financial statements, and neither a written report nor oral advice was provided
to the Registrant by Mann Frankfort that was an important factor considered by
the Registrant in reaching a decision as to any accounting, auditing or
financial reporting issue.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16.1 Letter from KPMG LLP dated February 25, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: February 25, 2002
BLUE DOLPHIN ENERGY COMPANY
/s/ G. Brian Lloyd
-------------------------
G. Brian Lloyd
Vice President, Treasurer
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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16.1 Letter from KPMG LLP dated February 25, 2002.
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