CAROLINA COMMUNITY BANCSHARES INC
8-K/A, 1996-07-29
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                   FORM 8-K/A
                       Amendment to Application or Report

                                ---------------

                    Pursuant to Section 12, 13 or 15d of the
                        Securities Exchange Act of 1934

                                ---------------

                                AMENDMENT NO. 1

                                ---------------

                          Commission File No. 33-97778

                Registrant: CAROLINA COMMUNITY BANCSHARES, INC.


The undersigned registrant hereby amends the following items, financial
statements, and exhibits of its Current Report on Form 8-K (Event July 1, 1996)
filed July 24, 1996.

(List all such items, financial statements, exhibits or other portions amended.)


Item 4. Changes in Registrant's Certifying Accountant.

     Francis & Company, CPAs, Atlanta, Georgia was previously the independent
auditor for Carolina Community Bancshares, Inc. and its wholly-owned
subsidiary.  On July 1, 1996, that firm's appointment as independent auditor
was terminated and Elliot, Davis & Company, LLP, Greenville, South Carolina was
engaged as independent auditor for the year ending December 31, 1996.  The
change was made because, in the opinion of the board of directors, the Company
could obtain comparable services from another firm at a lower fee.

     The reports of Francis & Company, CPAs on the financial statements of the
Company for the last fiscal year did not contain any adverse opinion or a
disclaimer of opinion, nor were qualified or modified as to uncertainty, audit
scope, or accounting principles.

     In connection with the audit of the fiscal period ended December 31, 1995,
and in the subsequent interim period prior to the dismissal of Francis &
Company, CPAs, there were no disagreements with Francis & Company, CPAs on any
matter of accounting principle or practice, financial statement disclosure, or
audit procedure or scope which disagreement, if not resolved to the
satisfaction of Francis & Company, CPAs, would have caused it to make reference
to the subject matter of the disagreement in its report.  Further, neither
Carolina Community Bancshares, Inc. nor its subsidiary or representative sought
the advice of Elliot, Davis & Company, LLP on any issue during the prior fiscal
period.
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     Carolina Community Bancshares, Inc. has requested that Francis & Company,
CPAs furnish it with a letter addressed to the Securities & Exchange Commission
stating whether it agrees with the above statements.  A copy of Francis &
Company, CPAs letter to the Securities & Exchange Commission is filed as
Exhibit 16.1 to the Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

    Exhibit No.                   Description
    -----------                   -----------
         16.1                Letter to Securities and Exchange Commission from
                             Francis & Company, CPAs, dated July 29, 1996.



                                      2
<PAGE>   3



                                 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, in the City of Latta, State of South
Carolina, July 29, 1996.

                                  CAROLINA COMMUNITY BANCSHARES, INC.
                                  -----------------------------------
                                              Registrant


                                  By:      /s/ R. Walton Brown
                                     --------------------------------
                                       R. Walton Brown, President

Date: July 29, 1996




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<PAGE>   4


                                EXHIBIT INDEX


Exhibit No.              Description
- -----------              -----------
   16.1             Letter to Securities and Exchange Commission from Francis &
                    Company, CPAs, dated July 29, 1996.



                                      4

<PAGE>   1

                
                                                                EXHIBIT 16.1









                              FRANCIS & CO., CPAS




                                 July 29, 1996



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


     Re:   Carolina Community Bancshares, Inc.
           Latta, SC File: 33-97778

Gentlemen:

     We were previously the principal accountants for Carolina Community
Bancshares, Inc. and its wholly-owned subsidiary.  In our report dated February
29, 1996, we reported on the consolidated financial statements of Carolina
Community Bancshares, Inc. for the year ended December 31, 1995.  In a letter
dated July 1, 1996, Carolina Community Bancshares, Inc. notified us that our
appointment as principal accountant was terminated.

     We have read Carolina Community Bancshares, Inc.'s statements included
under Item 4 of its Form 8-K dated July 3, 1996, and Amendment No. 1 to Form
8-K, dated July 29, 1996, and we agree with such statements.

                                                Very truly yours,


                                                /s/ Eddie Y. Francis
                                                --------------------------
                                                Eddie Y. Francis



cc:  R. Walt Brown, President
     Carolina Community Bancshares, Inc.





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