IMPERIAL THRIFT & LOAN ASSOCIATION
8-K, 1996-08-07
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                      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: August 6, 1996


                        Commission File Number 0-26960
                        ------------------------------


                     IMPERIAL THRIFT AND LOAN ASSOCIATION
                     ------------------------------------
            (Exact name of registrant as specified in its charter)



           California                                 95-2864759
- -------------------------------                       ----------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)


700 North Central Avenue, Suite 600, Glendale, California         91203
- ------------------------------------------------------------------------
(Address of Principal Executives Offices)                     (Zip Code)


(818) 551-0600
- --------------
(Registrant's telephone number, including area code)


                           N/A
- -------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
 
Item 4.  Changes in Registrant's Certifying Accountant
- ------------------------------------------------------

(a)  Previous independent accountants

     (i)    On July 31, 1996, Imperial Thrift and Loan Association (the
            "Company") dismissed Grant Thornton LLP ("Grant") as its independent
            accountants.

     (ii)   The reports of Grant on the financial statements for the past two
            fiscal years did not contain an adverse opinion or a disclaimer of
            opinion and were not qualified or modified as to uncertainty, audit
            scope or accounting principles.

     (iii)  The authority to change the independent accountants was provided to
            the Audit Committee of the Board of Directors by the full Board of
            Directors and approved by the Audit Committee on July 31, 1996.

     (iv)   In connection with its audits for the two most recent fiscal years
            and through July 31, 1996, there have been no disagreements with
            Grant 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 Grant, would
            have caused them to make reference thereto in their report on the
            financial statements for such years.

     (v)    During the two most recent fiscal years and through July 31, 1996,
            there have been no reportable events (as defined in Regulation S-K
            Item 304(a)(1)(v)) with Grant.

     (vi)   The Company requested that Grant furnish a letter addressed to the
            Securities and Exchange Commission stating that it agrees with the
            above statements. A copy of such letter, dated August 6, 1996, is
            filed as Exhibit 16 to this Form 8-K.

(b)  On July 31, 1996, the Company engaged the firm of Arthur Andersen as
     independent certified accountants for the fiscal year ending December 31,
     1996.


Item 7.  Financial Statements and Exhibits
- ------------------------------------------

(c)  Exhibits

     16  Letter regarding change in certifying accountant:
         -------------------------------------------------

         Letter of Grant Thornton LLP dated August 6, 1996.
<PAGE>
 
                                   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 thereunto duly authorized.


                                        Imperial Thrift and Loan Association

        8/6/96                                 /s/ Michael A. Sicuro
Date: __________________                By:  ____________________________
                                               Michael A. Sicuro
                                               Senior Vice President and
                                               Chief Financial Officer

<PAGE>

                                                                      EXHIBIT 16
 
                        [LETTERHEAD OF GRANT THORNTON]

August 6, 1996



Securities and Exchange Commission
Washington, D.C. 20549

Re:     Imperial Thrift and Loan Association
        File No. 0-26960

Dear Sir or Madam:

We have read Item 4(a) of the Form 8-K of Imperial Thrift and Loan Association 
dated August 6, 1996, and agree with the statements contained therein.

Very truly yours,

/s/ Grant Thornton LLP


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