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U.S. 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 8, 1996
TIB FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida 333-03499 65-0655973
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
99451 Overseas Highway
Key Largo, Florida 33037
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 305-451-4660
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Not applicable.
(b) TIB Financial Corp. ("Registrant") was incorporated under the laws of
the State of Florida in February 1996 for the purpose of becoming a bank holding
company for TIB Bank of the Keys (the "Bank"). The Bank is not a reporting or
registered company or bank pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended. Registrant, the Bank and TIB
Interim Corp. (In Organization), a new Florida successor financial institution
that is a wholly-owned subsidiary of Registrant (the "Subsidiary"), entered into
an Agreement and Plan of Merger dated as of February 27, 1996, as amended (the
"Merger Agreement"), pursuant to the terms of which the Bank will become a
wholly-owned subsidiary of Registrant, with the present shareholders of the Bank
receiving one share of Registrant Common Stock for each share of the Bank's
Common Stock held by them.
In anticipation of completing the merger contemplated by the Merger
Agreement, Registrant appointed Bricker & Melton, P.A.("B&M") to serve as its
initial certifying accountant for its financial statements. Therefore, the
following information pertains to Registrant's retention of B&M to serve as its
initial certifying accountant.
Item 304(a)(2) of Regulation S-K information:
Bricker & Melton, P.A. was appointed effective August 8, 1996 by the Boards
of Directors of Registrant and the Bank to serve as the initial certifying
accountant for Registrant's financial statements and the certifying accountant
for the Bank's financial statements. B&M will replace KPMG Peat Marwick
("KPMG") as the certifying accountant for the Bank, which is not a reporting
company. KPMG has not previously served as the certifying accountant for
Registrant's financial statements.
(i) Registrant and the Bank retained B&M to provide strategic planning
consulting services (including written materials) and to assist with the holding
company formation process beginning in November 1995. During the holding
company formation process, B&M advised Registrant orally with respect to the
application of accounting principles to the holding company formation
transaction. The quality and cost effectiveness of these services provided by
B&M were important factors considered by Registrant in selecting B&M to serve as
Registrant's initial certifying accountants; however, neither the application of
accounting principles to a specified transaction, either completed or proposed,
nor the type of audit opinion that might be rendered on Registrant's financial
statements, was concluded by B&M (or considered by Registrant) to be an
important factor in reaching a decision as to any accounting, auditing or
financial reporting issue or the retention of B&M.
(ii) During the past two fiscal years and subsequent interim periods, no
matter that was either the subject of a disagreement (as defined in paragraph
(a)(i)(iv) of Item 304 of Regulation S-K) or a reportable event (as described in
paragraph (a)(i)(v) of Item 304 of Regulation S-K) has occurred.
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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.
TIB Financial Corp.
(Registrant)
Date: August 21, 1996 /s/ Edward V. Lett
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Edward V. Lett,President and
Chief Executive Officer
(Principal Executive and Financial Officer)
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