D&N CAPITAL CORP
8-K, 2000-03-15
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                       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): MARCH 10, 2000



                             D&N CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)


          DELAWARE                     0-22767                  31-1517665
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)              File Number)            Identification No.)


        400 QUINCY STREET, HANCOCK, MICHIGAN                       49930
      (Address of principal executive offices)                   (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (906) 482-2700


                                       N/A
          (Former name or former address, if changed since last report)
<PAGE>

Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

            On March 10, 2000, D&N Capital Corporation ("Registrant"), upon
        recommendation of the Board of Directors, dismissed
        PricewaterhouseCoopers LLP and appointed Ernst & Young LLP as its
        independent auditors for the fiscal year ending December 31, 1999. The
        audit reports of PricewaterhouseCoopers LLP on the financial statements
        of the Registrant as of and for the years ended December 31, 1998 and
        1997, did not contain an adverse opinion or disclaimer of opinion, nor
        were they qualified or modified as to uncertainty, audit scope, or
        accounting principles.

            In connection with the audits of the two years ended December 31,
        1998 and the subsequent interim period through March 10, 2000, there
        were no disagreements with PricewaterhouseCoopers LLP on any accounting
        principles or practices, financial statement disclosures, or auditing
        scope and procedures, which if not resolved to their satisfaction, would
        have caused them to make reference in connection with their opinion to
        the subject matter in their report.

            The Registrant has requested PricewaterhouseCoopers LLP to furnish a
        letter addressed to the Commission stating whether it agrees with the
        above statements. A copy of that letter, dated March 15, 2000 is filed
        as Exhibit 16 to this Form 8-K.



Item 7. FINANCIAL STATEMENTS AND EXHIBITS
        ---------------------------------

        (c)  Exhibits:

             Exhibit No.      Description
             -----------      -----------

                 16           Letter from PricewaterhouseCoopers LLP Re Change
                              in Certifying Accountants
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                                   D&N CAPITAL CORPORATION
                                                   -----------------------
                                                   (Registrant)


Date:  March 15, 2000                              BY:  /s/ Thomas F. Menacher
                                                       ------------------------
                                                        Thomas F. Menacher
                                                        Principal Financial and
                                                        Accounting Officer
<PAGE>


                                  EXHIBIT INDEX


             Exhibit Number      Description
             --------------      -----------

                   16            Letter from PricewaterhouseCoopers LLP Re
                                 Change in Certifying Accountants


<PAGE>

                                                                      EXHIBIT 16








March 15, 2000


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

Commissioners:

We have read the statements made by D&N Capital Corporation (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated March 10, 2000. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP


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