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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) MAY 19, 1999
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CNB HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-23991 58-2362335
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7855 NORTH POINT PARKWAY, SUITE 200, ALPHARETTA, GEORGIA 30022-4849
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (770) 650-8262
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NOT APPLICABLE
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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 May 19, 1999, CNB Holdings, Inc. (the "Company") dismissed its
independent auditors, BDO Seidman, LLP ("BDO"), and on the same date engaged the
firm of Mauldin & Jenkins, LLC ("Mauldin & Jenkins") as its independent auditors
for the fiscal year ending December 31, 1999. Each of these actions was approved
by the Board of Directors of the Company.
The report of BDO on the financial statements of the Company for the
fiscal year ended December 31, 1998 did not contain any adverse opinion or a
disclaimer of opinion nor was it qualified or modified as to audit scope or
accounting principles. The financial statements of the Company for the period
from inception (November 5, 1997) ("Inception") to December 31, 1997 were
audited by Bricker & Melton, P.A. ("Bricker & Melton"). Bricker & Melton's
practice has been combined with BDO. Bricker & Melton's report, dated
February 27, 1998, expressed an unqualified opinion on the financial
statements of the Company for the period from Inception to December 31, 1997
and an explanatory paragraph relating to the Company's ability to continue as
a going concern. In connection with the audit of the fiscal year ended
December 31, 1998 and the period from Inception through December 31, 1997,
and for the unaudited interim period through May 19, 1999, there were no
disagreements with BDO or Bricker & Melton on any matter of accounting
principle or practice, financial statement disclosure, or audit procedure or
scope which disagreement if not resolved to the satisfaction of BDO or
Bricker & Melton, would have caused it to make reference to the subject
matter of the disagreement in its report. Further, during the fiscal years
ended December 31, 1998 and the period from Inception through December 31,
1997, and for the unaudited interim period through May 19, 1999, neither the
Company nor any of its representatives sought the advice of Mauldin & Jenkins
regarding the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be rendered
on the Company's financial statements, which advice was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue.
In connection with the audit of the fiscal years ended December 31,
1998 and the period from Inception through December 31, 1997, and for the
unaudited interim period through May 19, 1999, neither BDO nor Bricker &
Melton advised the Company that (i) the internal controls necessary for the
Company to develop reliable financial statements did not exist; (ii) that
information had come to its attention that led it to no longer be able to
rely on management's representations, or that made it unwilling to be
associated with the financial statements prepared by management; (iii) that
there existed a need to expand significantly the scope of its audit, or that
information had come to BDO's or Bricker & Melton's attention during the
fiscal periods, that if further investigated may (a) materially impact the
fairness or reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that
may prevent it from rendering an unqualified audit report on those financial
statements), or (b) cause BDO or Bricker & Melton to be unwilling to rely on
management's representations or be associated with the Company's financial
statements, and due to BDO's dismissal BDO did not so expand the scope of its
audit or conduct such further investigation; or (iv) that information had
come to BDO's or Bricker & Melton's attention that it concluded materially
impacts the fairness or reliability of either (a) a previously issued audit
report or the underlying financial statements, or (b) the financial
statements issued or to be issued covering the fiscal period subsequent to
the date of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an unqualified
audit report on those financial statements), and due to
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BDO's dismissal, the issue has not been resolved to BDO's satisfaction prior to
its dismissal.
The Company has requested that BDO furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of BDO's letter to the Securities and
Exchange Commission will be filed under cover of Form 8-K/A as soon as
practicable, but not later than June 10, 1999 (10 business days after the
filing of this report).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit 16.1 Letter Regarding Change in Certifying Accountant.*
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* To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
CNB HOLDINGS, INC.
By: /s/ H.N. Padget, Jr.
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H.N. Padget, Jr.
President and Chief Executive Officer
Date: May 25, 1999
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