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):
February 20, 1998
NATIONAL AFFILIATED CORPORATION
Louisiana
(State or other jurisdiction of incorporation or organization)
0-13538
(Commission File No. )
72-0947819
(I.R.S. Employer
Identification No.)
7228 England Drive, Suite 24
Alexandria, Louisiana
(Address of principal executive offices)
71303
(Zip Code)
Registrant's telephone number, including area code: (318) 473-4355
______________________________________
(Former address, if changed since last report)<PAGE>
INFORMATION INCLUDED IN THIS REPORT
Item 4. Changes in Registrant's Certifying Accountant
National Affiliated Corporation (the "Corporation") has informed Deloitte
& Touche LLP ("Deloitte"), its certifying accountants, that the Corporation is
dismissing Deloitte as the certifying accountants in an effort to reduce
expenses involved with performing the Corporation's audit. Pursuant to Item 304
Regulation S-B under the Securities Act of 1933, as amended, and under the
Securities Exchange Act of 1934, as amended, the Corporation reports as follows:
(a)(i)The Corporation dismissed Deloitte as its certifying accountant on
February 20, 1998.
(ii)During the past two years, the Corporation's financial
statements did not contain any adverse opinions or disclaimer of opinion, or
were modified as to audit scope or accounting principles. The reports were
modified as to the uncertainty of the Corporation's ability to maintain minimum
capital requirements of the various states in which the Corporation is licensed,
raising substantial doubt about the Corporation's ability to continue as a going
concern.
(iii)The dismissal of Deloitte was approved by the Corporation's
board of directors.
(iv)The Corporation and Deloitte do not have any
disagreements with regard to any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
(b)The Corporation engaged Johnson Lambert & Company
("Johnson") of Bethesda, Maryland to be the Corporation's certifying accountant
on February 27, 1998.
(i)Johnson reviewed the past financial statements for the
Corporation in making its determination to accept the engagement with the
Corporation.
(ii)The Corporation did not have any disagreements with
Deloitte and therefore did not discuss any past disagreements with Johnson.
(c)Attached hereto as Exhibit 16 is Deloitte's letter confirming the
disclosures made in this Form 8-K.<PAGE>
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.
Dated: March 3, 1998.
NATIONAL AFFILIATED CORPORATION
By: /s/ T. Brent Chapel
T. Brent Chapel, President and Chief
Executive Officer
<PAGE>
EXHIBIT 16
Letter from Former Accountants
March 3, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street NW
Washington DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of National
Affiliated Corporation dated March 3, 1998.
Yours truly,
Deloitte & Touche, LLP
