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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) April 26, 1996
ANCHOR PACIFIC UNDERWRITERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9628 94-1687187
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1800 Sutter Street, Suite 400, Concord, California 94520
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 682-7707
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 26, 1996, the Registrant dismissed the firm of Ernst & Young LLP
which had been the independent accountants for the Registrant, and approved the
engagement of Odenberg, Ullakko, Muranishi & Co. ("Odenberg") as the
Registrant's independent accountants. In an effort to reduce expenses for
outside financial and audit services, the Registrant's Audit Committee had
directed management to solicit bids from various accounting firms. The
dismissal of Ernst & Young LLP was recommended by the Registrant's Audit
Committee and approved by the Registrant's Board of Directors based solely on
the fact that the engagement of Odenberg will likely result in substantial cost
savings.
The reports of Ernst & Young LLP on the financial statements of the
Registrant did not contain any adverse opinion or disclaimer of opinion or any
qualification as to uncertainty, audit scope, or accounting principles, except
for the audit report dated March 3, 1995 on the December 31, 1994 financial
statements which included an explanatory paragraph describing a lawsuit which
had been filed against the Registrant and for which the ultimate liability could
not be determined at that time. Subsequently, the litigation matter was
favorably resolved for an immaterial amount. There were no disagreements
between the Registrant and Ernst & Young LLP on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Ernst & Young LLP, would
have caused it to make a reference to the subject matter of the disagreement in
its report. No reportable event as described in Item 304(a)(v) of Regulation S-
K occurred during Anchor's two most recent fiscal years and subsequent interim
period as of the date hereof.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
16 Letter from Ernst & Young LLP regarding change in certifying
accountant.
2
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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.
ANCHOR PACIFIC UNDERWRITERS, INC.
Date: April 30, 1996 /s/ James R. Dunathan
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James R. Dunathan
President and Chief Executive Officer
3
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Exhibit Index
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Exhibit No. Description of Exhibit
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16 Letter from Ernst & Young LLP regarding change in
certifying accountant.
4
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Exhibit 16
April 26, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 26, 1996, of Anchor Pacific
Underwriters, Inc. and Subsidiaries 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
