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 9, 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 of 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 FILED JANUARY 22, 1998
This amendment to the Registrant's Current Report on Form 8-K
filed on January 22, 1998 (the "Original Report"), is being filed (i)
to supplement the disclosure included in Item 4 of the Original 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 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 as American Country
Holdings Inc.'s (the "Company") principal accountant to audit the
Company's financial statements for the years ended December 31, 1997
and 1996. The report of E&Y with respect to the Company's financial
statements for the 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.
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.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
16.1 Letter of Ernst & Young LLP dated April 9,
1998 regarding its concurrence with the
statements made by Registrant in Item 4 of
this Report.
<PAGE> 3
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 9, 1998 By: -----------------------------------
James P. Byrne
Treasurer, Chief Financial Officer
Exhibit 16.1
LETTERHEAD OF ERNST & YOUNG LLP
April 9, 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 dated April 9, 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.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Chicago, Illinois
April 9, 1998
