REPUBLIC LEASING INC /WA/
8-K, 1999-03-18
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                        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):  March 11, 1999
                                                 ------------------


      Westar Financial Services Incorporated
      --------------------------------------
(Exact name of registrant as specified in its charter)


          Washington                 2-95465-S             91-17115252
          ----------                 ---------             -----------
(State or other jurisdiction        (Commission           (IRS Employer
   of incorporation)                File Number)      Identification Number


505 E. Union, #300, Olympia, Washington                            98501
- ---------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code  (306) 754-6227
                                                   ----------------


(Former name or former address, if changed since last report)

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Item 4.  Changes in Registrant's Certifying Accountant

In compliance with the requirements of Item 304 of Regulation S-K, the
Registrant makes the following disclosures with respect to a change in its
certifying accountants:

     On March 11, 1999, Westar Financial Services Incorporated (the
          "Registrant") dismissed the accounting firm of KPMG, LLP ("KPMG") and
          re-engaged the accounting firm of BDO Seidman LLP ("BDO") as
          principal accountants for the year ended March 31, 1999. The
          Registrant re-engaged BDO based on BDO's excellent reputation, its
          prior experience with the Registrant, and its expertise in the
          financial services industry. The Registrant's Audit Committee
          approved the dismissal of KPMG and the engagement of BDO on March
          11, 1999.

     During the one fiscal year audited by KPMG and the subsequent interim
          period prior to March 11th, there has been a disagreement with KPMG
          on one matter of accounting principle and no disagreement on any
          practices, financial statement disclosure, or auditing scope or
          procedure or any reportable events.

     Because Registrant had not demonstrated a history of profitability at
          March 31, 1998, KPMG made the judgement that the Company should
          establish a 100% allowance for its deferred tax asset. The
          Registrant's Audit Committee discussed the disagreement with KPMG on
          at least two occasions. The Company disagreed with KPMG's judgement;
          with KPMG's use of a standard more restrictive than SEC guidelines
          for determination of the need for an allowance; and, with KPMG's
          decision to not weigh more heavily recent significant improvements
          in the Company's volumes, operating margins and profits. The
          disagreement has been resolved to KPMG's satisfaction. The
          Registrant has authorized KPMG to respond fully to inquiries of BDO
          concerning the disagreement.

          On September 2, 1998 Westar received a letter from KPMG expressing
          KPMG's concern over a "lack of original, contemporaneous
          documentation" relating to whether leases originated more than two
          years earlier should have been accounted for as direct financing or
          operating leases. Without adequate documentation, Westar might have
          been required by KPMG to report increased earnings in fiscal 1997
          and fiscal 1998 of approximately $115,000 and $45,000,
          respectively. Upon KPMG's request, Westar provided KPMG with
          conclusive original documentation that Westar had properly
          accounted for the leases in question. KPMG agreed with Westar's
          conclusion. No changes to Westar's financial statements were made.

     KPMG's report on the consolidated financial statements for the last
          fiscal year ended March 31, 1998 contained no adverse opinion or
          disclaimer of opinion and was not qualified or modified as to
          uncertainty, audit scope or accounting principles.

     BDO's report on the consolidated financial statements for the previous
          fiscal year ended March 31, 1997 contained no adverse opinion or
          disclaimer of opinion and was not qualified or modified as to
          uncertainty, audit scope or accounting principles.

     The Registrant provided the above disclosure to both KPMG and BDO, and
          requested

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          that KPMG furnish the Registrant with a respective letter addressed
          to the Securities and Exchange Commission (the "SEC") stating whether
          they agree with the above statements.  A copy of KPMG's letter
          dated _______, 1999 is attached as an exhibit to this report.


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Item 7.  Exhibits

     (c)  Exhibits.
          16.2  Letter regarding change in certifying accountant--KPMG LLP

KPMG Letterhead

_____________, 1999

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C.  205499

Gentlemen:


Very truly yours,

/S/ KPMG LLP
- -----------------------
KPMG 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.


                                  Westar Financial services INCORPORATED
                                  (Registrant)



                                  /s/ R.W. Christensen, Jr.
                                  -------------------------------------
                                  R.W. Christensen, Jr.
                                  President



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