SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
February 16, 1999
FVNB CORP.
(Exact name of registrant as specified in its charter)
Commission file number: 333-47939
Texas 74-2871063
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
101 S. Main Street
Victoria, Texas 77901
(Address of principal executive offices)
(512) 573-6321
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a)(1)(i) On February 16, 1999, the Board of Directors of the Company decided
not to renew the contract of Arthur Andersen LLP ("Arthur Andersen") as
independent accountants for FVNB Corp. (the "Company") effective upon completion
of the current audit for the year ended December 31, 1998.
(a)(1)(ii) Arthur Andersen's report on the financial statements for the past
two years did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
(a)(1)(iii) The decision to change accountants was approved by the board of
directors of the Company on February 16, 1999.
(a)(1)(iv) During the Company's two most recent fiscal years and any
subsequent interim period preceding such change in accountants, there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Arthur Andersen, would
have caused it to make a reference to the subject matter of the disagreement(s)
in connection with its report.
(a)(1)(v) During the Company's two most recent fiscal years and any subsequent
interim period preceding such change in accountants, Arthur Andersen did not
advise the company with respect to any of the matters listed in paragraphs
(a)(1)(v)(A) through (D) of Item 304 of Regulation S-K.
(a)(2) The Company engaged KPMG Peat Marwick LLP as the independent
accountants of the Company by action of the Board of Directors of the Company on
February 16, 1999, to be effective as of the completion by Arthur Andersen of
the current audit for the year ended December 31, 1998. During the Company's two
most recent fiscal years and any subsequent interim period preceding the
engagement of KPMG, there were no consultations by the Company with KPMG
relating to the application of accounting principles to a specified transaction,
the type of opinion KPMG might render on the Company's financial statements, or
matters that were the subject of disagreement or reportable events.
(a)(3) The Company has provided Arthur Andersen with a copy of the foregoing
disclosures and has requested in writing that Arthur Andersen furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with such disclosures. A copy of such letter will be filed by
amendment as an exhibit to this report in accordance with Item 601 of Regulation
S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Letter of Arthur Andersen stating whether or not it agrees with the
disclosures contained herein will be filed by amendment as an exhibit to this
report.
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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 hereunto duly authorized.
FVNB CORP.
(Registrant)
By: /s/ DAVID M. GADDIS
David M. Gaddis, President
Date: FEBRUARY 22, 1999
