UNITED STATES
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) August 28, 1998
WARRANTECH CORPORATION
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(Exact name of registrant as specified in its charter)
_____Delaware____ ____0-13084____ ___13-3178732____
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
300 Atlantic Street, Stamford, Connecticut ___06901___
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 975-1100
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants.
(i) On August 28, 1998, upon consultation with the Audit Committee of the
Board of Directors, Warrantech Corporation (the "Registrant") replaced
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its independent
accountants.
(ii) The reports of PricewaterhouseCoopers on the financial statements of
the Registrant for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The Board of Directors of the Registrant participated in and approved
the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through August 28, 1998, there have been no disagreements with
PricewaterhouseCoopers 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 PricewaterhouseCoopers
would have caused them to make reference thereto in their report on the
financial statements for such years.
(v) The Registrant requested that PricewaterhouseCoopers furnish it with a
letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether or not it agrees with the above statements. A copy of such
letter, dated , 1998, is filed as an Exhibit to this Form 8-K.
(b) New Independent Accountants.
(i) The Registrant simultaneously engaged Ernst & Young, LLP as its new
independent accountants for the current fiscal year.
(ii) Other than as described above, the Registrant has not consulted with
Ernst & Young, LLP on (A) applications of accounting principles to a specified
transaction, either completed or proposed, (B) the type of auditing opinion that
might be rendered on the Registrant's financial statements, and neither a
written report was provided to the Registrant nor oral advice was provided that
Ernst & Young concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue
or (C) any matter that was either the subject of a disagreement or a reportable
event as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v).
<PAGE>
Item 7. Financial Statements and Exhibits.
Exhibit 1. Letter from PricewaterhouseCoopers regarding change in
independent accountant.
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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.
WARRANTECH CORPORATION
Date: September 3, 1998 By: /s/ Joel San Antonio
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Joel San Antonio
Chief Executive Officer
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Exhibit 1.
PricewaterhouseCoopers LLP
August 31, 1998
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Warrantech Corporation (copy attached),
which we expect will be filed with the Commission, pursuant to Item 4 of the
Company's Form 8-K report dated August 28, 1998. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Enclosure
