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): May 12, 2000
21st Century Holding Company
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(Exact name of registrant as specified in its charter)
Florida 000-25001 65-024886
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4161 NW 5th Street, Plantation, Florida 33317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 581-9993
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Item 4. Changes in Registrant's Certifying Accountants
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On May 12, 2000, the Board of Directors of 21st Century Holding Company
(the "Company") recommended and approved the replacement of its principal
accountants, KPMG LLP ("KPMG"). Also, on May 12, 2000, the Board of Directors
recommended and approved the replacement firm of McKean, Paul, Chrycy, Fletcher
and Co. ("McKean") as its independent auditors, effective May 12, 2000.
The audit reports of KPMG on our financial statements for the last two
years did not contain a qualified, adverse or disclaimed opinion.
During the last two years and subsequent interim periods preceding this
change, there have been no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure, which, if not resolved to the satisfaction of KPMG, would have caused
them to make reference to the subject matter of such disagreements in connection
with issuing their reports. Also, no reportable events, within the meaning of
Item 304(a)(1)(v) of Regulation S-K, has occurred during the two most recently
completed years and subsequent interim periods, preceding this change.
The Company has provided KPMG with these disclosures, and has requested
that they furnish the Company with a letter, addressed to the Securities and
Exchange Commission (the "Commission"), stating whether or not they agree with
the statements contained herein. That letter dated May 18, 2000, is included in
this report as Exhibit 16.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) None
(b) None
(c) Exhibits
Exhibit 16.1 Letter addressed to the Securities and Exchange
Commission from KPMG LLP.
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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.
21st CENTURY HOLDING COMPANY
Date: May 18, 2000 By: /s/ Edward J. Lawson
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Edward J. Lawson, President
and Chief Executive Officer
(Principal Executive Officer)
Date: May 18, 2000 By: /s/ Samuel A. Milne
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Samuel A. Milne
Chief Financial Officer
(Principal Accounting and Financial Officer)
[Letterhead]
KPMG
May 18, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washinton, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for 21st Century Holding Company and,
under the date of March 30, 2000, we reported on the consolidated financial
statements of 21st Century Holding Company as of and for the years ended
December 31, 1999 and 1998. On May 12, 2000 our appointment as principal
accountants was terminated. We have read 21st Century Holding Company's
statements included under Item 4 of its Form 8K dated May 18, 2000, and we agree
with such statments.
Very truly yours,
/s/ KPMG LLP
