SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 1996
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ETHIKA CORPORATION
(Formerly Dixie National Corporation)
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(Exact name of registrant as specified in its character)
Mississippi 0-3296 64-0440887
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(State of other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
107 The Executive Center
Hilton Head Island, South Carolina, 29928
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(803) 785-7850
The undersigned registrant hereby amends the following items: Item 4 and Item
7 exhibits of its Current Report on Form 8-K dated June 25, 1996, as set forth
in the pages attached hereto:
Item 4 - Change in Registrant's Certifying Accountants Item 7 - Exhibit page 6
- - Letter from prior accountants
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: August 19, 1996 Ethika Corporation
/s/DAVID E. WILLIAMS
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David E. Williams
Senior Vice President
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Item 4. Changes in Registrant's Certifying Accountant
On December 2, 1992, the Audit Committee of the Board of Directors of Dixie
National Corporation ("Corporation") engaged Horne C.P.A. Group, a
professional association, as the independent auditors of the Corporation and
its Subsidiaries.
Horne C.P.A. Group served as the independent auditors of the Corporation and
its Subsidiaries since that time. During the two most recent years ended
December 31, 1994 and 1995, and the interim period of January 1, 1996 to July
11, 1996, the date of the decision to select new auditors (see below), there
were no disagreements with Horne C.P.A. Group, on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Horne
C.P.A. Group, would have caused them to make reference to the subject matter
of the disagreements in connection with their reports.
Horne C.P.A. Group's reports on the Corporation's consolidated financial
statements for the past two years had no adverse opinion nor any disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
On July 11, 1996 the Audit Committee of the Board of Directors and the Board
of Directors of the Corporation engaged Price Waterhouse, LLP, as the
independent auditors of the Corporation and its Subsidiaries. This appointment
is subject to ratification of the shareholders of the Corporation.
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Item 7. Exhibits
The following lists the exhibits attached hereto:
Resolution to employ independent auditors 4
Letter of disengagement of previous auditors 5
Letter from previous auditors confirming agreement
with Rule 304(a) statements 6
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RESOLUTION TO EMPLOY
1996 INDEPENDENT AUDITORS
WHEREAS, this Corporation has utilized the services of a regional accounting
firm located in Jackson, Mississippi to serve as auditors for the Corporation
and to perform such other special duties and assignments as the Board has from
time to time assigned to such firm, and;
WHEREAS, the home office of the Corporation has been moved from Jackson,
Mississippi to Hilton Head Island, South Carolina, and the existing auditors
do not have offices in the general vicinity of this Corporation's home office
necessitating extensive travel to service the Corporation's needs, and;
WHEREAS, the Board of Directors is of the opinion that the future plans of the
Corporation are such that its needs can best be served by utilizing a national
accounting firm as opposed to a local or regional accounting firm, and;
WHEREAS, Price Waterhouse, LLP has indicated a willingness to serve as
auditors of the Corporation for the next fiscal year, and the Board of
Directors being of the opinion that it will be more efficient and in the best
interest of the Corporation to have Price Waterhouse, LLP serve in such
capacity;
NOW, THEREFORE, BE IT RESOLVED that Price Waterhouse, LLP shall be, and is,
hereby subject to ratification of the shareholders of the Corporation,
selected to serve as auditors of the Corporation for the next fiscal year,
and;
BE IT FURTHER RESOLVED that Management of the Corporation shall be, and is,
hereby authorized to execute an appropriate engagement letter with Price
Waterhouse, LLP for the provision of such services on such terms and
conditions as Management and the Audit Committee of this Board of Directors
deems appropriate.
/s/THERESA DELOACH HARTER
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Theresa DeLoach Harter
Assistant Secretary (SEAL)
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July 16, 1996
Horne C.P.A. Group
200 South Lamar Street
Suite 400
Jackson, Mississippi 39225-2964
Attn: Richard Turner
Dear Richard:
This letter is to confirm to you that the Audit Committee and the Board of
Directors at their July 11, 1996 Board Meeting has appointed Price Waterhouse,
LLP as the auditor for Dixie National Corporation and its subsidiaries for the
year ended December 31, 1996. The Board has made this change due to the fact
that the home office of the Corporation was relocated from Jackson,
Mississippi to Hilton Head Island, South Carolina and that the future plans of
the Corporation are such that its needs can best be served by utilizing a
national accounting firm as opposed to a local or regional accounting firm.
This letter also confirms that we have had no disagreements with your firm
regarding our financial statements or treatment of accounting issues since
your engagement in 1992. We also confirm and authorize you to respond fully to
any inquiries that Price Waterhouse, LLP may make of you concerning Dixie
National Corporation and its subsidiaries.
Sincerely,
/s/DAVID E. WILLIAMS
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David E. Williams
Senior Vice President and Treasurer
Dixie National Corporation
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August 19, 1996
Securities and Exchange Commission
Washington, D.C. 20549
SUBJECT: DIXIE NATIONAL CORPORATION
Dixie National Corporation has informed us that Price Waterhouse, LLP has been
appointed as accountants for the Corporation and its Subsidiaries for the year
ended December 31, 1996. We have reviewed the Corporation's Form 8-K/A No. 1
concerning this change in accountants and agree with the Rule 304(a)
statements made by the Corporation.
Sincerely,
HORNE C.P.A. GROUP
/s/RICHARD TURNER
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Richard Turner
Shareholder
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