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): August 17, 2004
Commission File No. 1-8726
RPC, INC.
(exact name of registrant as specified in its charter)
Delaware 58-1550825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2170 Piedmont Road, NE, Atlanta, Georgia 30324
(Address of principal executive offices) (zip code)
(404) 321-2140
Registrant's telephone number, including area code
Item 4. Changes in Registrant's Certifying Accountant
On August 17, 2004, RPC, Inc. ("the Company") dismissed Ernst & Young LLP
("Ernst & Young") as its independent registered public accounting firm. Also on
August 17, 2004, the Company appointed Grant Thornton LLP ("Grant Thornton") as
its new independent registered public accounting firm. The decisions to dismiss
Ernst & Young and to appoint Grant Thornton were authorized by the Company's
Audit Committee.
For the fiscal years ended December 31, 2002 and December 31, 2003, Ernst &
Young's report on the financial statements of the Company did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope, or accounting principles. During the fiscal years
ended December 31, 2002 and December 31, 2003 and the subsequent interim period
through August 17, 2004, the Company had no disagreements with Ernst & Young on
any matter of accounting principles or practice, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
Ernst & Young, would have caused it to make reference to the subject matter of
such disagreements in connection with its reports.
During the Company's fiscal years ended December 31, 2002 and 2003, and in the
subsequent interim period through August 17, 2004, there were no "reportable
events" as defined in Regulation S-K Item 304(a)(1)(v).
The Company has provided Ernst & Young with a copy of the above disclosures and
has requested that Ernst & Young review these disclosures and furnish the
Company with a letter addressed to the Securities and Exchange Commission as
specified by Item 304(a)(3) of Regulation S-K. A copy of this letter is included
as Exhibit 16.1 to this filing.
During the Company's fiscal years ended December 31, 2002 and 2003, and the
subsequent interim period through August 17, 2004, neither the Company nor
someone acting on the Company's behalf consulted Grant Thornton regarding (i)
the application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered on
the Company's financial statements, or (iii) any matter that was either the
subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(iv)), or
a "reportable event" as defined in Regulation S-K Item 304(a)(1)(v).
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 16.1 - Letter from Ernst & Young LLP to the Securities and
Exchange Commission, dated August 20, 2004, regarding change in
certifying accountant.
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.
RPC, Inc.
Date: August 20, 2004 /s/ BEN M. PALMER
-------------------------------------
Ben M. Palmer
Vice President,
Chief Financial Officer and Treasurer