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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 4, 1997
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(Earliest Event Reported)
First Citizens Corporation
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(Exact Name of Registrant as
Specified in its Charter)
Georgia 333-4304 58-2232785
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(State or other jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification Number
19 Jefferson Street, Newnan, Georgia 30263
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(Address of principal executive offices)
(770)-253-5017
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(Registrant's Telephone Number)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On March 4, 1997, the Company's Audit Committee of the Board of Directors
elected to dismiss KPMG Peat Marwick LLP as the independent auditors of Newnan
Savings Bank, FSB, a wholly-owned subsidiary of the Company. That same day, the
Company engaged Maudlin & Jenkins, CPA's to replace KPMG Peat Marwick LLP.
Pursuant to Item 304 of Regulation S-B, the Company discloses the following
information:
1. KPMG Peat Marwick LLP was dismissed on March 4, 1997.
2. The report prepared by KPMG Peat Marwick LLP on the consolidated financial
statements of Newnan Savings Bank, FSB and subsidiaries for the fiscal
years ending March 31, 1996 and 1995 did not contain an adverse opinion or
disclaimer of opinion, nor was the report qualified or modified as to
uncertainty, audit scope or accounting principles.
3. The decision to dismiss KPMG Peat Marwick LLP was recommended and approved
by the Audit Committee of the Board of Directors.
4. There were no disagreements with KPMG Peat Marwick LLP on any matter of
accounting principles or practices, financial statement disclosure,
auditing scope or procedure or any other matter requiring disclosure
pursuant to Item 304 of Regulation S-B.
The Company provided KPMG Peat Marwick LLP with a copy of this disclosure and
requested it to furnish a letter addressed to the Commission within ten business
days stating whether it agrees with the statements made herein. A copy of this
letter prepared by KPMG Peat Marwick LLP is attached hereto as Exhibit 16(a).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, First
Citizens Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
This 24th day of March, 1997.
FIRST CITIZENS CORPORATION
BY: /s/ Tom Moat
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Tom Moat
Chief Executive Officer
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Exhibits
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16(a) Letter from KPMG Peat Marwick LLP to SEC dated March 21, 1997
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Exhibit 16 (a)
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
March 21, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Newnan Savings Bank, FSB and
subsidiaries and, under the date of May 3, 1996, we reported on the consolidated
financial statements of Newnan Savings Bank, FSB and subsidiaries as of and for
the years ended March 31, 1996 and 1995. Subsequent to May 3, 1996, Newnan
Savings Bank, FSB and subsidiaries was merged with and into a newly formed
holding company, Newnan Holdings, Inc., pursuant to a Plan of Reorganization as
described in a registration statement filed in July 1996. Newnan Holdings, Inc.
subsequently changed its name to First Citizens Corporation, with Newnan Savings
Bank, FSB remaining as a wholly owned subsidiary. On March 4, 1997 our
appointment as principal accountants of Newnan Savings Bank, FSB and
subsidiaries was terminated. We have read First Citizens Corporation's
statements included under item 4 of its Form 8-K/A dated March 4, 1997 and we
agree with such statements, except that we are not in a position to agree or
disagree with First Citizens Corporation's statements under item 3 and the
statements in the first paragraph regarding new independent accountants.
Very truly yours,
/s/ KPMG Peat Marwick LLP
