SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 23, 1997
VERMONT FINANCIAL SERVICES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-11012 03-0284445
(State or Other Jurisdiction (Commission File (IRS Employer Identification
Incorporation) Number) Number)
100 Main Street
Brattleboro, Vermont 05301
(Address of Principal Executive Offices)
802/257-7151
(Registrant's Telephone Number, including Area Code)
Item 4. Changes in Registrant's Certifying Accountants
On April 23, 1997, Vermont Financial Services Corp. (the "Company"), upon
recommendation of the Audit Committee of the Board of Directors, appointed
KPMG Peat Marwick LLP as its independent auditors for the fiscal year ending
December 31, 1997 in place of Coopers & Lybrand L.L.P. ("Coopers & Lybrand").
During the two years ended December 31, 1996, and the subsequent interim
period through April 23, 1997, there was no disagreement between the Company
and Coopers & Lybrand on any matter of accounting principles or practices,
financial statements disclosure, or auditing scope and procedures which, if
not resolved to the satisfaction of Coopers & Lybrand, would have caused them
to make reference to the subject matter of the disagreement in connection
with their audit report for either of such two years.
The audit reports of Coopers & Lybrand on the consolidated financial statements
of the Company and its subsidiaries as of and for the years ended December 31,
1996 and December 31, 1995, did not contain an adverse opinion or disclaimer
of opinion, nor was either such report qualified or modified as to uncertainty,
audit scope, or accounting principles, except that an explanatory paragraph
regarding the adoption of Statement of Financial Accounting Standards No. 122,
"Accounting for Mortgage Servicing Rights", and Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", was
contained in the report for the year ended December 31, 1996.
The Company requested Coopers & Lybrand to furnish a letter addressed to the
Commission stating whether it agrees with above statements and a copy of that
letter is included in this Form 8-K/A as Exhibit 16.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit will be filed as an amendment to this
Form 8-K/A:
Exhibit No. Description
16 Letter from Coopers & Lybrand L.L. P. Re Change in Certifying
Accountant
EXHIBIT 16
May 1, 1997
Securities & Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Vermont Financial Services Corporation
(copy attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for
the month of April 1997. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand, L.L. P.
Coopers & Lybrand, L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Vermont
Financial Services Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VERMONT FINANCIAL SERVICES CORP.
Date: May 9, 1997 By: /s/ John D. Hashagen, Jr.
John D. Hashagen ,Jr.
President and Chief Executive Officer