8-K

 
                                 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 Act of 1934
 
 
 
Date of Report (Date of earliest event reported)          May 10, 1999
                                                --------------------------------
 
                                BI Incorporated
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
 
    Colorado                       0-12410                     84-0769926
- --------------------------------------------------------------------------------
(State or other                 (Commission                 (I.R.S. Employer
jurisdiction                    File Number)                Identification No.)
of incorporation)
 
 
6400 Lookout Road, Boulder, Colorado                              80301
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)
 
 
Registrant's telephone number, including area code     (303) 218-1000
                                                  ------------------------------
 
               (Former name or former address, if changed since last report.)

 
Item 4.  Change in Registrant's Certifying Accountant.

     (a)   (i)  On May 10, 1999, BI Incorporated dismissed
PricewaterhouseCoopers LLP as its independent accountants.

     (ii)  The reports of PricewaterhouseCoopers LLP on the financial statements
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.

     (iii) The Registrant's Audit Committee recommended and approved the
decision to change independent accountants.

     (iv)  In connection with its audits for the two most recent fiscal years
and through May 10, 1999, there have been no disagreements with
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers
LLP, would have caused them to make reference thereto in their report on the
financial statements for such years.

     (v)   The Registrant has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter is
either filed as Exhibit 16 to this Form 8-K or will be filed in an amendment to
this Form 8-K within ten business days of May 17, 1999.

(b)  The Registrant engaged Arthur Andersen LLP as its new independent
accountants as of May 10, 1999.

Item 7.  Financial Statement and Exhibits.

The following Exhibits are filed as part of this report:

Exhibit No.    Description of Exhibit
- -----------    ----------------------

16             Letter of PricewaterhouseCoopers LLP dated May 10, 1999

                                       2

 
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.
 
                                        BI Incorporated.
                                        ----------------------------------------
                                        (Registrant)
 
 
May 17, 1999                            By  /s/ Jacqueline Chamberlin
- ------------                            ----------------------------------------
(Date)                                          (Signature)
                                                Jacqueline Chamberlin
                                                Chief Financial Officer
 

                                       3

EX-16

 
EXHIBIT 16


May 10, 1999
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

                                BI Incorporated
                                ---------------

We have read Item 4 of BI Incorporated's Form 8-K dated May 10, 1999 and are in
agreement with the statements contained in paragraph 4(a) therein.

Yours very truly,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP