PMCC FINANCIAL CORP
8-K, 2000-03-06
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       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


                                February 28, 2000
                Date of Report (Date of earliest event reported)


                              PMCC FINANCIAL CORP.
             (Exact name of Registrant as specified in its charter)


       Delaware                      0-7614                     11-3404072
(State or other jurisdiction  (Commission File Number)         (IRS Employer
    of incorporation)                                     Identification Number)



                               3 Expressway Plaza
                         Roslyn Heights, New York 11577


                                 (516) 625-3000
              (Registrant's telephone number, including area code)


                                Page 1 of 2 Pages
                         Exhibit Index Appears at Page 2


<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant

     (a)  Resignation of independent accountants

                    (i)  On February 28, 2000, the Registrant  received a letter
                         dated February 24, 2000 from KPMG LLP, the Registrant's
                         independent    accountants,    confirming    that   the
                         client-auditor  relationship between the Registrant and
                         KPMG LLP had ceased. KPMG LLP had not yet been retained
                         to audit the Registrant's  financial statements for the
                         year ended December 31, 1999.

                    (ii) The independent  auditor's  report on the  consolidated
                         financial  statements  for the two years ended December
                         31, 1998 contained no adverse opinion, no disclaimer of
                         opinion,   nor  was   qualified   or   modified  as  to
                         uncertainty, audit scope or accounting principals.

                    (iii) Not applicable.

                    (iv) In  connection  with the audits of the two years  ended
                         December  31,  1998 and during any  subsequent  interim
                         periods preceding February 24, 2000, the Registrant had
                         no disagreements  with the independent  auditors on any
                         matter of accounting  principle or practice,  financial
                         statement  disclosure,  or auditing scope or procedure,
                         which   disagreements,   if   not   resolved   to   the
                         satisfaction  of the independent  auditors,  would have
                         caused it to make  reference  to the subject  matter of
                         the disagreements in connection with their report.

                    (v)  Not applicable.

     (b)  Engagement of new independent accountants

                    (i)  On March 2, 2000, the  Registrant's  board of directors
                         formally engaged Marcum & Kliegman,  LLP, 130 Crossways
                         Park Drive,  Woodbury, New York, as its new independent
                         auditors  (the  "new  accounting  firm")  to audit  the
                         Registrant's  financial  statements.   The  Registrant,
                         during  the  two  most  recent  fiscal  years  and  the
                         subsequent  interim  periods prior to the engagement of
                         the new  accounting  firm, did not consult with the new
                         accounting  firm  with  regard  to any  of the  matters
                         listed in Regulation S-K Items 304 (a) (2) (i) or (ii).

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits

                  Exhibit  16.  Letter  from  KPMG  LLP   regarding   change  in
independent auditors.


<PAGE>



                                   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.

                                                 PMCC FINANCIAL CORP.

Date:  March 6, 2000

                                              By: /s/ Stephen J. Mayer
                                                  --------------------
                                                  Name:  Stephen J. Mayer
                                                  Title: Chief Financial Officer


                                  March 3, 2000



Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

We were previously principal accountants for PMCC Financial Corp. and, under the
date of March 23, 1999, we reported on the consolidated  financial statements of
PMCC  Financial  Corp.  and  subsidiary as of December 31, 1998 and 1997 and for
each of the years in the three-year  period ended December 31, 1998. On February
24, 2000,  we resigned as  principal  accountants.  We have read PMCC  Financial
Corp.'s statements  included under Item 4(a) of its Form 8-K, dated February 28,
2000 and we agree with such statements.

                                                          Very truly yours,

                                                          KPMG LLP


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