UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 22, 1999
-----------------------
FIRST NORTHERN CAPITAL CORP.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 0-27982 39-1830142
- ---------------------------- ------------------- ---------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification no.)
201 N. Monroe Avenue
Green Bay, WI 54301
Mailing Address: PO Box 23100, Green Bay, WI 54305-3100
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (920) 437-7101
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant.
On September 9, 1999, the Audit Committee of the Board of Directors of First
Northern Capital Corp. (the "Registrant") recommended to the Board of Directors
the replacement of Ernst & Young LLP with Wipfli Ullrich Bertelson LLP as the
Registrant's independent certified public accountants for the year ended
December 31, 1999. On September 16, 1999, the Board of Directors of the
Registrant accepted and approved the Audit Committee's recommendation. Ernst
& Young LLP was notified of its dismissal, and Wipfli Ullrich Bertelson LLP
of its engagement, on September 22, 1999.
During the Registrant's two most recent fiscal years and through September 22,
1999, there were no disagreements with Ernst & Young 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 Ernst & Young LLP, would have caused that firm to make reference to the
subject matter of the disagreement in connection with its report.
Ernst & Young LLP's report on the Registrant's financial statements for the
past two years contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's two most recent fiscal years and through September 22,
1999, there were no "reportable events" (as described in Regulation S-K
Item 304 (a) (1) (v)).
The Registrant has provided Ernst & Young LLP with a copy of the disclosures
contained herein and has requested that Ernst & Young LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant herein and, if not, stating
the respects in which is does not agree. A copy of Ernst & Young LLP's letter
dated September 29, 1999 is filed as Exhibit 16 to this Form 8-K.
<PAGE>
ITEM 7: Financial Statements and Exhibits
(c) Exhibits. See "Exhibit Index" on the last page of this report, which is
incorporated herein by reference.
<PAGE>
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 thereunto duly authorized.
First Northern Capital Corp.
DATE: September 29, 1999 BY: /s/ Rick B. Colberg
-----------------------------
Rick B. Colberg
Vice President and Chief Financial
Officer
<PAGE>
FIRST NORTHERN CAPITAL CORP.
Exhibit Index
to
Form 8-K Current Report
Date of Event Reported: September 22, 1999
Filed
Exhibit Description Herewith
- ------- ------------------ ------------
16 Letter of Ernst & Young LLP to the Securities
and Exchange Commission X
September 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 22, 1999, of First Northern
Capital Corp. and are in agreement with the statements contained in the
paragraphs two through four on page two therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
