FRONTIER ADJUSTERS OF AMERICA INC
8-K/A, 2000-12-07
PATENT OWNERS & LESSORS
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                       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): November 20, 2000


                       FRONTIER ADJUSTERS OF AMERICA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Arizona                       1-12902                86-0477573
-------------------------------    ---------------------   ---------------------
(State or other jurisdiction of    (Commission File No.)   (IRS Employer ID No.)
        incorporation)


                  45 East Monterey Way, Phoenix, Arizona 85011
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (602) 264-1061
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                (Not Applicable)
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.

                                   FORM 8-K/A

                                 CURRENT REPORT


ITEM 4(a). PREVIOUS INDEPENDENT ACCOUNTANT

     On September  13, 2000,  Frontier  Adjusters of America,  Inc.,  an Arizona
corporation  ("Frontier"),  filed a Current  Report on Form 8-K, as amended,  to
report a change  in its  independent  accountant  from  McGladrey  & Pullen  LLP
("M&P") to PricewaterhouseCoopers, LLP ("PricewaterhouseCoopers"). Upon deciding
to discontinue the merger of Frontier with United Financial  Adjusting  Company,
Frontier's Board reevaluated its decision to change accountants.

     On November  20, 2000,  the Board of Directors of Frontier  voted to retain
M&P as Frontier's  independent principal accountant for the current fiscal year,
rather than changing  accountants  and to recommend M&P to the  shareholders  as
Frontier's  independent  principal  accountant.  On November 21, 2000,  Frontier
filed a Current  Report on Form 8-K to report this  decision to reinstate M&P as
its  independent  accountant.  The  purpose  of  this  amendment  is to  provide
additional information regarding the services provided by PricewaterhouseCoopers
from August 29, 2000 through November 20, 2000.

     PricewaterhouseCoopers  did not perform any substantive  auditing or review
procedures for Frontier and, accordingly, never issued a report on the financial
statements  of Frontier  and never  indicated  any  position  with regard to the
issuance of an opinion,  audit scope or  accounting  principles.  For the period
from August 29, 2000 through November 20, 2000, there have been no disagreements
between   PricewaterhouseCoopers  and  Frontier  on  any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

     Frontier has provided PricewaterhouseCoopers with a copy of this Form 8-K/A
contemporaneously    with   its   filing    with   the   SEC.    In    response,
PricewaterhouseCoopers,  furnished Frontier with a letter, addressed to the SEC,
indicating  that it agrees with the statements  contained in this amended Report
insofar as such  statements  relate to  PricewaterhouseCoopers.  Such  letter is
attached as Exhibit 16.1.

ITEM 4(b). NEW INDEPENDENT ACCOUNTANT

     On August 29, 2000, Frontier selected  PricewaterhouseCoopers as Frontier's
independent  public  accountants.   On  November  20,  2000,   Frontier's  Board
reconsidered  its decision to change  auditors.  On November 20, 2000, the Board
approved  and  recommended  the  same to the  Shareholders  to vote on at  their
upcoming annual meeting.

     M&P  audited  Frontier's  financial  statements  during the two most recent
fiscal years.  During this period M&P has been consulted on matters  relating to
their role as auditors,  but has not been consulted with regard to any matter or
advice  rendered  by  PricewaterhouseCoopers  on any matter  that was either the
subject  of  a  disagreement,  within  the  meaning  of  Item  304(a)(1)(iv)  of
Regulation  S-K,  or any  reportable  event,  as that  term is  defined  in Item
304(a)(1)(v) of Regulation S-K.

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Frontier  has duly  caused this  Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
<PAGE>
ITEM 7. EXHIBITS

16.1      Letter  of  PricewaterhouseCoopers   regarding  change  in  certifying
          accountant and approval of Current Report on Form 8-K/A.


Dated: December 6, 2000                 FRONTIER ADJUSTERS OF AMERICA, INC.

                                        By:  /s/ John M. Davies
                                             -----------------------------------
                                             John M. Davies
                                        Its: Chairman of the Board, CEO and
                                             President




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