<PAGE> 1
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): August 27, 1999
PROFESSIONALS GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-21223 38-3273911
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
2600 Professionals Drive, Okemos, Michigan 48864
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 349-6500
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
At a meeting of the Audit Committee of the registrant's board of
directors held on August 27, 1999, the accounting firm of PricewaterhouseCoopers
LLP was engaged by the registrant to perform future independent audits of the
registrant. PricewaterhouseCoopers LLP thereby replaced KPMG LLP as the
registrant's independent accountants.
The change in accountants did not result from any dissatisfaction or
disagreement with KPMG LLP. Instead, the change resulted from the registrant's
putting its audit work out to bid as part of the consolidation, under one
accounting firm, of all audits of the registrant and its subsidiaries.
KPMG LLP participated in the bidding process.
In connection with the audits of the two years ended December 31, 1998,
and the subsequent interim period through August 27, 1999, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
During the registrant's two most recent fiscal years, the registrant
did not engage any independent accountants other than KPMG LLP to audit the
financial statements of either the registrant or any significant subsidiary of
the registrant.
KPMG LLP's reports on the registrant's financial statements for the
past two years did not contain an adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Reference Number Exhibit Description
- ------------------------ -------------------
16 Letter from KPMG LLP regarding change in certifying
accountant.*
- -------------------
* Filed herewith
<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 hereunto duly authorized.
PROFESSIONALS GROUP, INC.
Date: September 1, 1999 By: /s/ John F. Lang
---------------------------------------
Name: John F. Lang
Its: Vice President, Treasurer and
Chief Accounting Officer
(Principal Financial Officer
and Principal Accounting
Officer)
<PAGE> 1
EXHIBIT 16
August 31, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Professionals Group, Inc. and,
under the date of February 23, 1999, we reported on the consolidated financial
statements of Professionals Group, Inc. and subsidiaries as of and for the years
ended December 31, 1998 and 1997. On August 27, 1999, our appointment as
principal accountants was terminated. We have read Professionals Group, Inc.'s
statements included under Item 4 of its Form 8-K dated August 27, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with Professionals Group, Inc.'s stated reason for changing principal
accountants, or the statement that they did not engage any independent
accountants other than KPMG LLP to audit the financial statements of either the
registrant or any significant subsidiary of the registrant.
Very truly yours,
KPMG LLP
Columbus, Ohio
