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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 23, 1994
BANCTEXAS GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-8937 75-1604965
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 802527 75380-2527
DALLAS, TEXAS (Zip Code)
(Address of principal executive
offices)
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(214) 701-4700
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 23, 1994, BancTEXAS Group Inc. (the "Company") engaged
the accounting firm of KPMG Peat Marwick LLP ("Peat Marwick") to audit the
Company's financial statements for the fiscal year ended December 31, 1994 to
replace the firm of Deloitte & Touche LLP ("Deloitte & Touche"), which has been
the principal independent accountant for the Company's certified financial
statements since 1987.
In connection with the audits of the last two fiscal years, ended
December 31, 1993, and the subsequent interim periods preceding the appointment
of Peat Marwick, there were no disagreements with Deloitte & Touche 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 Deloitte & Touche would have caused that firm to make reference
to the subject matter of the disagreement in connection with its reports.
As a result of the completion of a private placement on August 31,
1994, in which the Company sold 37.5 million shares of its Class B Common Stock
to First Banks, Inc. (a bank holding company headquartered in St. Louis,
Missouri) for $30 million and First Banks, Inc. thereby acquired the right to
vote securities of the Company equal to 65% of all of its outstanding voting
securities, and the fact that Peat Marwick has for several years served as
independent certifying accountant for First Banks, Inc. and all of its
subsidiaries, the Company requested both Deloitte & Touche and Peat Marwick to
submit bids and proposals to do the necessary accounting and auditing work for
1994. After review and consideration, Deloitte & Touche determined that it did
not desire to submit such a bid and declined to stand for reappointment as
independent certifying accountant, stating that it did not believe that it was
in a position to submit a proposal which would be competitive economically, in
light of the expected consolidation of many of the Company's operational
functions into the comparable operations of First Banks, Inc.
After reviewing the bid and proposal submitted by Peat Marwick, the
Audit Committee of the Board of Directors recommended that Peat Marwick be
selected as auditor for the Company's financial statements for the fiscal year
ending December 31, 1994, and the Board of Directors unanimously approved that
recommendation on September 23, 1994.
Deloitte & Touche's report on the financial statements of the Company
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion and was not qualified as to uncertainty, audit scope or accounting
principles.
The Company has requested that Deloitte & Touche furnish it with a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of Deloitte & Touche's letter dated September 26, 1994 is
filed as Exhibit 16 to this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibit No. Description
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16 Letter from Deloitte & Touche
dated September 26, 1994
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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.
BancTEXAS Group Inc.
(Registrant)
Date: September 26, 1994 By: /s/ Richard H. Braucher
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Richard H. Braucher
Senior Vice President,
Secretary and General Counsel
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EXHIBIT 16
Deloitte &
Touche LLP
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(LOGO) Suite 1600 Telephone: (214) 777-7000
Texas Commerce Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
September 26, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of BancTEXAS
Group, Inc. dated September 26, 1994.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
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Deloitte Touche
Tohmatsu
International
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