SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 4, 1999
United Capital Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-10104 04-2294493
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9 Park Place, Great Neck, NY 11021
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Address of principal executive offices
Registrant's telephone number, including area code: (516) 466-6464
N/A
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(Former name or former address, if changed since last report.)
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Item 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT.
The Company's auditors for the year ended December 31, 1998 were Arthur Andersen
LLP ("Arthur Andersen"). As stated in the Company's proxy statement dated May 6,
1999, the Company annually reviews the selection of its independent auditors and
had previously solicited bids from independent accountants to audit the
Company's financial statements for the year ended December 31, 1999. On October
4, 1999, Arthur Andersen informed the Company that it was resigning. The Audit
Committee voted to appoint Ernst & Young as its new independent accountants on
October 4, 1999.
Pursuant to item 304(a) of Regulation S-K, the Company reports the following:
(a) Previous Independent Accountants
(i) On October 4, 1999, the Company retained Ernst & Young as its
independent certified public accountants in place of Arthur
Andersen.
(ii) The reports of Arthur Andersen on the financial statements
for the past two fiscal years of the Company did not contain
any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to change accountants was recommended by the
Company's management and separately approved by the Audit
Committee of the Board of Directors and the Board of
Directors of the Company.
(iv) In connection with its audits for the two most recent fiscal
years ended December 31, 1997 and 1998 and through October 4,
1999, there have been no disagreements with Arthur Andersen
on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure which disagreement, if not resolved to the
satisfaction of Arthur Andersen, would have caused it to make
a reference to the subject matter of the disagreement in
connection with its report on the financial statements for
each of the years or interim periods.
(v) During the Company's two most recent fiscal years, and during
the subsequent interim periods, no "reportable events" (as
described in Item 304 (a) (1) (v) of Regulation S-K) have
occurred.
(vi) The Company has requested that Arthur Andersen furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether or not Arthur Andersen agrees with
the statements made by the Company above in response to Item
304 of Regulation S-K. A copy of such letter, dated October
4, 1999, is included as Exhibit 16 to this Form 8-K.
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(b) New Independent Accountants
(i) The Company engaged Ernst & Young as its new independent
accountants effective October 4, 1999. During the two most
recent fiscal years and through October 4, 1999, the Company
has not consulted with Ernst & Young concerning the Company's
financial statements, including the application of accounting
principles to a specified transaction (proposed or completed)
or the type of audit opinion that might be rendered on the
Company's financial statements or any matter that was either
the subject of a "disagreement" or "reportable event" (as
such terms are defined in Item 304 of Regulation S-K) with
the previous independent accountants.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
16 Letter dated October 4, 1999 from Arthur Andersen
LLP related to the change in certifying accountants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNITED CAPITAL CORP.
Dated: October 8, 1999 By:/s/Anthony J. Miceli
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Anthony J. Miceli
Vice President, Chief Financial
Officer and Secretary of the Company
ARTHUR
ANDERSEN
101 Eisenhower Parkway
Roseland, NJ 07068-1099
(973) 403-6100
October 4, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read the statements made by United Capital Corp. ("UCC") in the Form 8-K
to be filed by UCC to report (pursuant to Item 4 of Form 8-K) the change in its
certifying accountant. We agree with the statements made by UCC regarding our
firm.
Very truly yours,
/s/Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
DMV
Copy to:
Anthony J. Miceli
Vice President, Chief Financial Officer and Secretary,
United Capital Corp.
