SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1998
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SOURCE CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 0-12199 91-0853890
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1825 N. Hutchinson Road, Spokane, Washington 99212
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (509) 928-0908
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ITEM 4. Changes in Registrant's Certifying Accountants.
On June 30, 1998, Coopers & Lybrand L.L.P. ("Coopers") resigned as
auditors of Source Capital Corporation ("the Company") citing lack of
independence. The resignation was approved by the audit committee of
the Board of Directors of the Company. The Company will file a
subsequent Current Report on Form 8-K when a new independent
accountant is identified.
During the two fiscal years ended December 31, 1997 and 1996 and all
subsequent interim periods preceding the independent accountant's
resignation, (i) there were no disagreements with Coopers on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if
not resolved to its satisfaction would have caused it to make
reference in connection with its report to the subject matter of the
disagreement, and (ii) Coopers has not advised the Company of any
reportable events as defined in paragraph (A) through (D) of
Regulation S-K Item 304(a)(1)(v).
The accountant's report of Coopers on the consolidated financial
statements of Source Capital Corporation as of and for the years ended
December 31, 1997 and 1996 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The accountant's
report on the consolidated financial statements of the Company for the
year ended December 31, 1997 has been withdrawn due to lack of
independence.
On February 2, 1998, Mr. Bruce Bowdish left his position as a
Coopers senior auditor to become the controller of the Company. At
the time, Mr. Bowdish had a personal relationship with the Coopers
audit manager assigned to the audit of the Company. The audit manager
and Mr. Bowdish were ultimately married on June 24, 1998. While he
was employed by Coopers, Mr. Bowdish was not involved in the Company's
audit. Based on these facts, Coopers determined that it was not
independent and should resign and withdraw its report on the
consolidated financial statements of the Company for the year ended
December 31, 1997.
ITEM 7. Financial Statements and Exhibits.
Exhibit 16. Letter from PricewaterhouseCoopers LLP
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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 thereunto duly authorized.
SOURCE CAPITAL CORPORATION
(Registrant)
Dated: August 6, 1998 By: /s/ D. Mike Jones
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D. Mike Jones, President
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EXHIBIT 16
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[PricewaterhouseCoopers LLP - Spokane, Washington letterhead]
July 6, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Source Capital Corporation (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K
report filed July 6, 1998. We agree with the statements concerning
our firm in such Form 8-K.
/s/PricewaterhouseCoopers LLP
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