UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 17, 1998
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AMERICAN COUNTRY HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22922 06-0995978
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(State or other (Commission (IRS Employer
jurisdiction) File Number) Identification No.)
222 N. LaSalle Street, Chicago, Illinois 60601-1105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 456-2000
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AMENDMENT TO CURRENT REPORT ON FORM 8-K/A FILED APRIL 9, 1998
This amendment to the Registrant's Current Report on Form 8-K
filed on January 22, 1998 (the "Original Report") and the Registrant's
Current Report on Form 8-K/A (the "Amended Report"), is being filed
(i) to supplement the disclosure included in Item 4 of the Original
Report and clarify the disclosure included in Item 4 of the Amended
Report with respect to the Registrant's change of accountant now that
the accountant has completed its report with respect to the
Registrant's 1997 and 1996 financial statements, and(ii) to file as
Exhibit 16.1 to Item 7 of this Report, a letter from Ernst & Young
LLP, the Registrant's former independent accountant, stating that it
agrees with the statements made by the Registrant in Item 4 of this
Report.
Item 4. Changes in Registrant's Certifying Accountant
Ernst & Young LLP ("E&Y") was engaged on July 29, 1997, as
American Country Holdings Inc.'s (the "Company") principal accountant
to audit the Company's financial statements for the two most recent
fiscal years ended December 31, 1997 and 1996. The report of E&Y with
respect to the Company's financial statements for the Company's two
most recent fiscal years ended December 31, 1997 and 1996 did not
contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. The Company had no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure during the Company's two
most recent fiscal years ended December 31, 1997 and 1996, and for the
period from December 31, 1997 through April 9, 1998, the day on which
E&Y notified the Securities and Exchange Commission that its
engagement was complete.
E&Y had been engaged as the Company's principal accountant in
July of 1997 when the Company acquired American Country Insurance
Company, for which E&Y had served as principal accountant. Upon the
recommendation of the Company's Board of Directors, Coopers & Lybrand
LLC has been engaged to audit the Company's financial statements for
the fiscal year ended December 31, 1998. Coopers & Lybrand LLC was
engaged by the Company on January 22, 1998
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
16.1 Letter of Ernst & Young LLP dated April 17,
1998 regarding its concurrence with the
statements made by Registrant in Item 4 of
this Report.
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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.
AMERICAN COUNTRY HOLDINGS INC.
(Registrant)
/s/ James P. Byrne
Date: April 17, 1998 By: --------------------------------
James P. Byrne
Treasurer, Chief Financial Officer
Exhibit 16.1
LETTERHEAD OF ERNST & YOUNG LLP
April 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K/A dated April 17, 1998 of
American Country Holdings Inc. and are in agreement with the
statements contained in the first 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
April 17, 1998
