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): November 26, 1996
CONSUMERS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)
0-2616 23-1666392
(Commission File No.) (I.R.S.
Employer
Identification No.)
1200 Camp Hill By-Pass, Camp Hill, Pennsylvania 17011-3774
(Address of Principal Executive Offices)
(Zip Code)
717-761-4230
(Registrant s Telephone Number, Including Area Code)
FORM 8-K CURRENT REPORT
ITEM 4. Changes in Registrant s Certifying Accountant
On November 26, 1996, Ernst & Young LLP ( E&Y ) advised the Registrant
that it could no longer continue as the Registrant s independent public
accountants, and that it could not perform the audit of the Registrant s 1996
financial statements. E&Y made this determination because it had provided
certain financial advisory services to the Registrant in connection with the
Registrant s efforts to sell or merge its business operations. These services,
in E&Y s judgment, impaired the firm s independence as it relates to the
Registrant s 1996 financial statements. E&Y further advised the Registrant that
its independence with respect to the Registrant s 1995 financial statements was
not impaired; however E&Y recommended that the Registrant retain new auditors
to
re-audit the 1995 financial statements to avoid any delays that might otherwise
arise in the filing and review of a proxy statement covering the proposed
merger
of the Registrant with a subsidiary of LaSalle Group, Inc., or periodic reports
to be filed thereafter.
None of E&Y s reports on the Registrant s financial statements for the
past two years contained an adverse opinion or disclaimer of opinion, nor was
any such report qualified or modified as to uncertainty, audit scope or
accounting principles. Further, during the two most recent fiscal years and the
subsequent interim periods of 1996, there have been no disagreements between
the
Registrant and E&Y on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, and no
reportable
events have occurred.
E&Y s decision that it could not perform the audit of the Registrant s
1996 financial statements was acknowledged by the Audit Committee of the
Registrant s Board of Directors on November 26, 1996. On the same date, the
Audit Committee acted to retain Arthur Andersen LLP to perform the audit of the
Registrant s 1996 financial statements and the re-audit of the 1995 financial
statements. Arthur Andersen has verbally accepted these engagements, subject to
completion of its normal due diligence procedures with respect to the
Registrant.
The Registrant has requested that E&Y furnish it with a letter
addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements contained herein. A copy of E&Y s letter to the Securities and
Exchange Commission dated December 4, 1996, is filed as Exhibit 16.1 to this
Form 8-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
16.1 Letter from Ernst & Young LLP
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.
CONSUMERS FINANCIAL CORPORATION
Registrant
Date December 4, 1996 By /S/ James C.
Robertson
James C. Robertson, President
and Chief Executive Officer
Date December 4, 1996 By /S/ R. Fredric
Zullinger
R. Fredric Zullinger
Senior Vice President, Chief
Financial
Officer and Treasurer
EXHIBIT 16
December 4, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 4, 1996, of Consumers Financial
Corporation and are in agreement with the statements contained in the first,
second and fourth paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/S/ Ernst & Young LLP
