FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report March 4, 1999
-----------------------------------
CHANCELLOR CORPORATION
----------------------
(Exact name of Registrant as specified in its charter)
Massachusetts 0-11663 04-2626079
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
210 South Street, Boston, Massachusetts 02111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 368-2700
-----------------
N/A
---
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Change in Registrant's Certifying Accountants.
- -------- --------------------------------------------------
On February 25, 1999, the Audit Committee and Board of Directors approved the
dismissal of its independent accountants, Reznick, Fedder and Silverman, P.C.
During the years ended December 31, 1997 and 1996, and the subsequent interim
period through February 25, 1999 (the date of Reznick, Fedder and Silverman's
dismissal as the Company's independent accountants), (i) there were no
disagreements with Reznick, Fedder and Silverman, P.C. on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Reznick, Fedder and Silverman, P.C., would have caused Reznick, Fedder and
Silverman, P.C. to make a reference to the subject matter of the disagreements
in connection with its reports in the financial statements for such years and
(ii) there were no "reportable events" as described in Items 304 of Regulation
S-K. The independent accountant's report of Reznick, Fedder and Silverman, P.C.
on the Company's consolidated financial statements for the years ended December
31, 1997 and 1996 each contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
On February 25, 1999, the Company's Audit Committee and Board of Directors
approved the engagement of the firm of Metcalf Rice Fricke & Davis as its
independent accountants. Pursuant to Item 304(a)(2) and prior to the Audit
Committee's and Board of Directors' approval of the engagement of the firm of
Metcalf Rice Fricke & Davis to replace Reznick, Fedder and Silverman, P.C., the
Company had engaged Metcalf Rice Fricke & Davis on February 8, 1999 to conduct
an audit of the financial statements of M.R.B., Inc. d/b/a Tomahawk Truck and
Trailer Sales, Inc. and its affiliates (collectively "Tomahawk") for the years
ended December 31, 1997 and 1996, for the purposes of filing a Current Report on
Form 8-K. Tomahawk is a newly acquired significant subsidiary of the Company.
Item 7. Financial Statements and Exhibits.
- -------- -------------------------------------
a.) Exhibits.
Exhibit 16 Letter of Reznick, Fedder and Silverman, P.C. regarding
change in certifying accountant not available with this
Report on Form 8K, and to be provided by Reznick, Fedder
and Silverman, P.C.
<PAGE>
SIGNATURE
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.
CHANCELLOR CORPORATION
By: /s/ Franklyn E. Churchill
----------------------------
Franklyn E. Churchill
President
Date: March 4, 1999
---------------
