FIRST FRANKLIN CORP
8-K/A, 1996-10-15
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                 UNITED STATES
                      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): September 27, 1996



                          First Franklin Corporation
                          --------------------------
            (Exact name of registrant as specified in its charter)



    Delaware                       0-163621                     31-1221029
  ------------                   ------------               -------------------
   (State of                      (Commission                (I.R.S. Employer
 Incorporation)                    File No.)                Identification No.)



                 401 East Court Street, Cincinnati, Ohio 43725
               -------------------------------------------------
              (Address of principal executive offices) (Zip Code)



              Registrant's telephone number, including area code:
            -------------------------------------------------------
                                (513) 721-1031




<PAGE>


                                  FORM 8-K/A


ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

            Not applicable.


ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

            Not applicable.


ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

            Not applicable.


ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

            The  Board  of  Directors  of  First  Franklin   Corporation  (the
"Corporation") has approved the selection of Clark, Schaefer, Hackett & Co. to
replace  Coopers & Lybrand LLP as the  Corporation's  independent  accountants
effective   September   30,  1996.   Coopers  &  Lybrand  LLP  served  as  the
Corporation's independent accountants for all fiscal years since its inception
in 1987. This change in accountants  will result in a significant  decrease in
the amount of annual audit fees paid by the Corporation.

            The Coopers & Lybrand LLP  reports on the  consolidated  financial
statements  of the  Corporation  for the past two  years did not  contain  any
adverse opinion or disclaimer of opinion,  nor were they qualified or modified
as to uncertainty,  audit scope or accounting principles.  There have not been
any  disagreements  between the  Corporation  and Coopers & Lybrand LLP on any
matter of accounting principles or practices, consolidated financial statement
disclosure or audit scope or procedure during the two most recent fiscal years
and any subsequent interim period through September 27, 1996.

            The  Board of  Directors'  decision  to  engage  Clark,  Schaefer,
Hackett,  & Co.  is  based  on that  firm's  experience  with  community-based
financial  institutions.  The  Corporation  has not  requested or obtained any
advice  from  Clark,   Schaefer,   Hackett,  &  Co.  concerning  any  material
accounting, auditing or financial reporting issue regarding the application of
accounting  principles to a specified transaction or the type of audit opinion
that might be rendered on the Corporation's consolidated financial statements.



                                     -2-

<PAGE>


ITEM 5.     OTHER EVENTS

            Not applicable.


ITEM 6.     RESIGNATIONS OF REGISTRANT'S DIRECTORS

            Not applicable.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            (c)  Exhibits

                  (16)  Letter on Change in Certifying Accountant


ITEM 8.     CHANGE IN FISCAL YEAR

            Not applicable.


                                     -3-

<PAGE>


                                  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.


                              FIRST FRANKLIN CORPORATION




Date:  October 15, 1996       By:   Daniel T Voelpel
                                    --------------------------
                                    Daniel T Voelpel
                                    Vice President and
                                    Chief Financial Officer



                                     -4-




             |   Coopers & Lybrand L.L.P.       |   Suite 3400
Coopers      |                                  |   312 Walnut Street
& Lybrand    |                                  |   Cincinnati, Ohio 45202-4046
             |   a professional services firm   |
             |                                  |   Telephone (513) 651-4000
             |                                  |   Facsimile (513) 768-4599



October 15, 1996



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Gentlemen:

     We have read the  statements  made by First  Franklin  Corporation  (copy
attached), which we understand will be filed with the Commission,  pursuant to
Item 4 of Form 8-K/A as part of the Company's  Form 8-K/A report for the month
of October,  1996. We agree with the  statements  concerning  our Firm in such
Form 8-K/A.


Very truly yours,


Coopers & Lybrand L.L.P.
_____________________________
Coopers & Lybrand L.L.P.













    Coopers & Lybrand L.L.P., a registered limited liability partnership,
            is a member firm of Coopers & Lybrand (International).





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