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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
Date of Report (Date of earliest event reported): September 24, 1998
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UB&T FINANCIAL SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 000-24899 58-2378257
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
129 East Elm Street
Rockmart, Georgia 30153
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(Address, including zip code, of principal executive office)
(770) 684-8888
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(Registrant's telephone number, including area code)
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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
UB&T Financial Services Corporation ("Registrant"), which is a "small
business issuer" as defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934, was incorporated in February 1998 as a Georgia corporation
for the purpose of becoming a bank holding company by acquiring all of the
common stock of United Bank & Trust Company, Rockmart, Georgia, a bank organized
under the laws of the State of Georgia and which began operation during 1990
(the "Bank"). On September 1, 1998, Registrant completed the reorganization
pursuant to which it became the parent holding company of the Bank. The Bank
currently is the sole operating subsidiary of Registrant. The Bank had
previously retained KPMG Peat Marwick LLP, Atlanta, Georgia ("KPMG"), as its
certifying accountants with respect to its financial statements for the period
from its organization and through December 31, 1997.
(a) After approval by Registrant's Board of Directors, on September 24,
1998, Registrant retained Mauldin & Jenkins, LLC, Atlanta, Georgia ("M&J"), and
dismissed KPMG as the certifying accountant for Registrant's and the Bank's
financial statements. The reports of KPMG on the financial statements of
Registrant as of and for the years ended December 31, 1997 and 1996 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. In connection with its
audits for the two years ended December 31, 1997, and the subsequent interim
period through September 24, 1998, there were no disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference thereto in their
report on the financial statements for such period. Registrant has requested
that KPMG furnish it with a letter addressed to the Commission stating whether
or not it agrees with the above statements. A copy of such letter, dated October
1, 1998, is filed as Exhibit 16 to this Form 8-K.
(b) Registrant had not previously retained or consulted M&J with respect to
the application of accounting principles to any transaction, the type of audit
opinion that might be rendered on Registrant's financial statements, or as to
any matter that was either the subject of a disagreement on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, or a reportable event (as described in paragraph (a)(1)(iv)
of Item 304 of Regulation S-B).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 16 KPMG Peat Marwick LLP, Atlanta, Georgia, Letter on Change
in Certifying Accountant
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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 thereunto duly authorized.
UB&T FINANCIAL SERVICES CORPORATION
(Registrant)
Date: October 1, 1998 By:/s/ Sumter R. Nelson
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Sumter R. Nelson, President and
Chief Executive Officer
(Principal Executive Officer)
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Exhibit 16
KPMG Peat Marwick LLP, Atlanta, Georgia,
Letter on Change in Certifying Accountant
October 1, 1998
U.S. Securities and Exchange Commission
Division of Corporate Finance
450 5th Street (Judiciary Square)
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for United Bank & Trust Company and,
under the date of February 20, 1998 we reported on the financial statements of
UB&T Financial Services Corporation as of December 31, 1997 and 1996 and for the
years then ended. On September 28, 1998 our appointment as principal
accountants was terminated. We have read UB&T Financial Services Corporation's
statements included under Item 4 of its Form 8-K dated September 24, 1998 and we
agree with such statements, except we are not in a position to agree or disagree
with UB&T Financial Services Corporation's statement under Item 4(a) that the
change was approved by the Board of Directors of UB&T Financial Services
Corporation and the statement under Item 4(b).
Very truly yours,
KPMG PEAT MARWICK LLP
