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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
April 3, 1997
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
Financial Service Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Georgia 33-35889 58-1842822
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(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
2300 Windy Ridge Parkway, Suite 1100, Atlanta, Georgia 30339
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (770) 916-6500
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Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 4. Changes in Registrant's Certifying Accountant
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(a) (i) On April 3, 1997, Financial Service Corporation (the "Corporation")
notified Coopers & Lybrand, LLP that Coopers & Lybrand was being dismissed
as the Corporation's independent accounting firm.
(ii) Coopers and Lybrand's reports on the Corporation's financial
statements for the past two years did not contain any adverse opinion or
any disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Corporation's decision to change accountants was recommended by
the audit committee of the Corporation's Board of Directors and was
approved by the Corporation's Board of Directors.
(iv) During the Corporation's two most recent fiscal years, and during the
period from December 31, 1996, to April 3, 1997, there were no
disagreements between the Corporation and Coopers & Lybrand on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
(v) During the Corporation's two most recent fiscal years, and during the
period from January 1, 1997, to April 3, 1997, there were no "reportable
events" (hereinafter defined) requiring disclosure pursuant to
Regulation S-K, Section 229.304(a)(1)(v). For purposes of this Current
Report on Form 8-K, the term "reportable event" means any of the items
described in Regulation S-K, Section 229.304(a)(1)(v)(A)-(D).
(vi) The Corporation has complied with the requirements of Regulation S-K,
Section 229.304(a)(3). The letter of Coopers & Lybrand contemplated by said
Section is attached hereto as Exhibit 16.
(b) Effective April 3, 1997, the Corporation engaged Ernst & Young as its new
independent accounting firm. During the Corporation's two most recent
fiscal years neither the Corporation, nor any one on the Corporation's
behalf, consulted Ernst & Young regarding (i) either: the application of
accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the
Corporation's financial statements or (ii) any matter that was either the
subject of a disagreement or a reportable event.
Item 7. Financial Statements and Exhibits
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(a) Not Applicable
(b) Not Applicable
(c) The following Exhibits are filed as a part of this Form 8-K:
Exhibit Number Description
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16 Letter, dated April 4, 1997, from Coopers & Lybrand to
the Securities and Exchange Commission pursuant to Item
304(a)(3) of Regulation S-K
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SIGNATURES
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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.
FINANCIAL SERVICE CORPORATION
Date: April 7, 1997 /s/ Barry F. Kane
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By: Barry F. Kane
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT TO FORM 8-K
April 4, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Financial Service 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 dated April 3,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
