As filed with the Securities and Exchange Commission on January 22, 1998.
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): January 15, 1998
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
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
Coopers & Lybrand LLC will replace Ernst & Young LLP ("E&Y") as the
principal accountants to American Country Holdings Inc. (the "Company")
following E&Y's completion of the audit of the Company's financial statements
for the year ended December 31, 1997. E&Y has been engaged as the principal
accountants to audit the Company's financial statements effective July 29, 1997,
following the Company's acquisition of the assets of American Country Insurance
Company. E&Y had been the auditors of American Country Insurance Company and its
affiliates and replaced Lazar, Levine & Company LLP, which had been the
principal accountants for the Company and had audited the Company's financial
statements for the prior two fiscal years ended December 31, 1996.
As at the date hereof, E&Y has not completed its audit of the Company's
financial statements for the calendar year ended December 31, 1997 and has not
issued any report relating to the Company's financial statements, having been
retained effective July 29, 1997 and, accordingly, no report was rendered by E&Y
with respect to the Company's financial statements for its prior two fiscal
years which contained an adverse opinion or a disclaimer of an opinion or which
was qualified or modified as to uncertainty, audit scope or accounting
principles. From July 29, 1997, the date of E&Y's engagement, and during the
interim period subsequent thereto preceding the change in independent auditors,
the Company had no disagreements with E&Y on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, but
decided, upon the recommendation of its Board of Directors, to retain Coopers &
Lybrand as the Company's independent auditors following completion of E&Y's
audit of the Company's financial statements for the calendar year ended December
31, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter of Ernst & Young LLP
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.
American Country Holdings Inc.
(Registrant)
By: /s/ James P. Byrne
-------------------------------
James P. Byrne
Chief Financial Officer
Dated: January 22, 1998
[Ernst & Young LLP Letterhead]
EXHIBIT 16 TO FORM 8-K
January 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated January 22, 1998, of American Country
Holdings Inc. and are in agreement with the statements contained in the second
paragraph on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
ERNST & YOUNG LLP
Chicago, Illinois
January 22, 1998
