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) June 28, 1995
CBT Corporation
(Exact name of registrant as specified in its charter)
Kentucky 0-16878 61-1048868
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification no.)
of incorporation)
333 Broadway, Paducah, Kentucky 42001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 575-5100
(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant
On June 28, 1995, the Board of Directors of CBT Corporation
(the "Company") determined to discontinue the services of
Deloitte & Touche (the "Former Accountant"), the independent
public accounting firm who was previously engaged as the
principal accountant to audit the Company's financial statements.
On that same date, the Company engaged a new independent public
accounting firm, Arthur Andersen & Co., as its principal
accountant to audit the Company's financial statements.
The Former Accountant's reports on the Company's financial
statements for the past two years did not contain any adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles.
The decision to change accountants was recommended by the
audit committee of the Board of Directors and approved by the
Board of Directors.
During the Company's two most recent fiscal years and the
subsequent interim period, there were no disagreements with the
Former Accountant 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 the Former Accountant, would have caused it to
make a reference to the subject matter of the disagreement in
connection with its reports.
None of the following events has occurred within the
Company's two most recent fiscal years or the subsequent interim
period preceding the change in accountants:
(A) the Former Accountant has not advised the Company that
the internal controls necessary for the Company to develop
reliable financial statements do not exist;
(B) the Former Accountant has not advised the Company that
information had come to the accountant's attention that led it to
no longer be able to rely on management's representations, or
that made it unwilling to be associated with the financial
statements prepared by management;
(C)(1) the Former Accountant has not advised the Company of
the need to expand significantly the scope of its audit, or that
information has come to the accountant's attention that if
further investigated could [i] materially impact the fairness or
reliability of either a previously issued audit report or the
underlying financial statements, or the financial statements
issued or
to be issued covering the fiscal periods subsequent to the date
of the most recent financial statements covered by an audit
report (including information that could prevent it from
rendering an unqualified report on those financial statements),
or [ii] cause it to be unwilling to rely on management's
representations or be associated with the Company's financial
statements, and (2) due to the accountant's dismissal, or for any
other reason, the accountant did not so expand the scope of its
audit or conduct such further investigation; or
(D)(1) the Former Accountant has not advised the Company
that information has come to the accountant's attention that it
concluded materially impacts the fairness or reliability of
either [i] a previously issued audit report or the underlying
financial statements, or [ii] the financial statements issued or
to be issued covering the fiscal periods subsequent to the date
of the most recent financial statements issued or to be issued
covered by an audit report (including information that, unless
resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial
statements), and (2) due to the accountant's dismissal, or for
any other reason, the issue has not been resolved to the
accountant's satisfaction prior to its dismissal.
During the two most recent fiscal years, and any subsequent
interim period prior to engaging Arthur Andersen & Co., neither
the Company, nor anyone on its behalf, consulted Arthur Andersen
& Co. regarding [i] either the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, where either a written report
was provided to the Company or oral advice was provided, that
Arthur Andersen & Co. concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or [ii] any
matter that was either the subject of a disagreement (as defined
in paragraph 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in paragraph
304(a)(1)(v) of Regulation S-K).
The Former Accountant's letter addressed to the Commission
stating its agreement with the statements made in this Report is
attached as an exhibit to this Report.
Item 7. Financial Statements and Exhibits
C. Exhibits
The exhibits listed on the Exhibit Index on page 5 are
filed as a part of this Report.
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.
CBT Corporation
By: /s/John E. Sircy
John E. Sircy
Title: Executive Vice President and
Chief Operating Officer
(Principal Financial Officer)
Date: June 28, 1995
EXHIBIT INDEX
Exhibit
(16) Letter re Change in Certifying Accountant
Deloitte &
Touche LLP
Suite 2100 Telephone (502) 562-2000
220 West Main Street Facsimile (502) 562-2073
July 3, 1995
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
CBT Corporation dated June 28, 1995.
Yours truly,
/s/Deloitte & Touche LLP
Deloitte Touche
Tohmatsu
International
