SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 1997
American Country Holdings Inc.
(Exact name of registrant as specified in charter)
Delaware 0-22922 06-0995978
(State or other juris- (Commission (IRS Employer
diction of incorp- File Number) Identification No.)
oration)
222 N. LaSalle Street, Chicago, Illinois 60601-1105
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (312) 456-2000
The Western Systems Corp.
c/o Janney Montgomery Scott, Inc.
26 Broadway, New York, New York 10004
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
For more than the two most recent fiscal years of American Country Holdings
Inc. (formerly "The Western Systems Corp." and hereinafter the "Company"),
Lazar, Levine & Company LLP was engaged as the Company's principal accountant to
audit its financial statements. Lazar, Levine & Company LLP was replaced by
Ernst & Young LLP effective July 29, 1997.
The reports of Lazar, Levine & Company LLP with respect to the Company's
financial statements for its prior two fiscal years did not contain an adverse
opinion or a disclaimer of an opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the prior two fiscal
years and the interim period subsequent thereto preceding the change in
independent auditors, the Company had no disagreements with Lazar, Levine &
Company LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, but in view of the
acquisition by the Company of substantially all of the assets and assumption of
substantially all of the liabilities of American Country Insurance Company and
its wholly owned subsidiary, American Country Financial Services Corp.
(collectively, "American Country"), decided, upon the recommendation of its
Board of Directors, it would be advisable to retain Ernst & Young LLP, American
Country's independent auditors, as its independent auditors effective after the
closing of the acquisition, which occurred on July 29, 1997.
The planned appointment of Ernst & Young LLP was ratified by the Company's
stockholders at a special meeting of stockholders held on July 25, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter of Lazar, Levine & Company LLP
SIGNATURE
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. American Country Holdings Inc.
(Registrant)
By:/s/ Martin L. Solomon
-------------------------------
Martin L. Solomon
President and Chief Executive Officer
Dated: August 11, 1997
2
Exhibit 16
[LETTERHEAD OF LAZAR, LEVINE & COMPANY LLP]
August 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Madam or Sir:
We were previously the principal auditors for The Western Systems Corp. (the
"Company"), and under date of March 12, 1997, we reported on the consolidated
financial statements of the Company and its subsidiary as of and for the years
ended December 31, 1996 and 1995.
Effective July 29, 1997, our appointment as principal auditors was terminated.
We have read the Company's statements included in Item 4 of its Form 8-K/A dated
August 11, 1997, and we agree with such statements.
Very truly yours,
/s/ LAZAR, LEVINE & COMPANY LLP
3
