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): December 22, 1997
Bando McGlocklin Capital Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 0-22663 39-1364345
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
W239 N1700 Busse Road, Waukesha, WI 53188
(Address of principal executive offices including zip code)
(414) 523-4300
(Registrant's telephone number)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) On December 22, 1997, the registrant notified Price
Waterhouse LLP that it will be dismissed as the registrant's independent
accountant upon completion of the audit of the restated financial
statements for the period ended December 31, 1996. The financial
statements for the period ended December 31, 1996 are being restated to
reflect the deregistration of the Company, effective January 2, 1997, as
an investment company under the Investment Company Act of 1940, and will
be filed in the registrant's 1997 Form 10-K.
The reports of Price Waterhouse LLP on the financial
statements of registrant for either of the past two fiscal years, and
prior to the restatement above, did not contain any adverse opinion or any
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
The dismissal of Price Waterhouse LLP was approved by
the registrant's audit committee of its board of directors.
In connection with its audits for the two most recent
fiscal years, and through December 22, 1997, there have been no
disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of
Price Waterhouse LLP, would have caused it to make reference to the
subject matter of the disagreements in connection with its report on the
financial statements for such years.
There are no events required to be reported under Item
304(a)(1)(v) of Regulation S-K.
(b) On December 22, 1997, the independent accounting
firm of BDO Seidman, LLP was engaged by registrant to audit its financial
statements for the fiscal year ending December 31, 1997.
There are no items to report pursuant to Item
304(a)(2)(i) or (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(a) None.
(b) None.
(c) Letter from Price Waterhouse LLP, dated
December 30, 1997.
Pursuant to the requirements of the Securities Exchange
Act of 1934, Bando McGlocklin Capital Corporation has duly caused this
Current Report on Form 8-K to be signed on its behalf by the undersigned
thereunto duly authorized.
Bando McGlocklin Capital Corporation
By: /s/ Susan J. Hauke
Susan J. Hauke
Vice President Finance
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EXHIBIT INDEX
Exhibit No. Exhibit
7(c) Letter from Price Waterhouse LLP, dated
December 30, 1997.
Exhibit 7(c)
100 East Wisconsin Avenue Telephone 414 276 9500
Suite 1500
Milwaukee, WI 53202
Price Waterhouse LLP
December 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Bando McGlocklin Capital Corporation
We have read Item 4 of Bando McGlocklin Capital Corporation's Form 8-K
dated December 30, 1997 and are in agreement with the statements contained
in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
