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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
MARCH 10, 1999
Date of Report (Date of earliest event reported)
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8993 94-2708455
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
80 SOUTH MAIN STREET, HANOVER, NH 03755
(Address of principal executive offices)
(603) 643-1567
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On March 10, 1999, the Audit Committee of the Board of Directors of Fund
American Enterprises Holdings, Inc. (the "Company") appointed
PricewaterhouseCoopers LLP ("PWC") as its independent auditors for the fiscal
year ending December 31, 1999, to succeed KPMG LLP ("KPMG"), effective upon the
date of their reports on such consolidated financial statements for the year
ended December 31, 1998. It is expected that KPMG will issue their report on the
consolidated financial statements of the Company and its subsidiaries for the
year ended December 31, 1998 prior to March 31, 1999.
PWC serves as independent auditor of Folksamerica Holding Company, Inc.
("Folksamerica", a wholly-owned subsidiary of the Company since August 18, 1998)
and serves as independent auditor of Financial Security Assurance Holdings Ltd
("FSA", a significant equity investee of the Company). The Audit Committee has
recommended that PWC succeed KPMG as the Company's independent auditor for 1999
due to the growing significance of Folksamerica and FSA to the Company's 1999
financial position and results of operations.
In connection with the audit of the year ended December 31,
1997, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to their satisfaction, would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.
The audit report of KPMG on the consolidated financial statements of the
Company and subsidiaries as of and for the year ended December 31, 1997, did not
contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.
The Company has requested KPMG furnish a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of this letter,
dated March 17, 1999, is contained herein as Exhibit 16(a).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
16(a) Letter from KPMG LLP Re Change in Certifying 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 thereunto duly authorized.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
Dated: March 17, 1999 By: /s/ Michael S. Paquette
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Michael S. Paquette
Senior Vice President and
Controller
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Exhibit 16(a)
Securities and Exchange Commission
Washington, D.C. 20549
March 17, 1999
Ladies and Gentlemen:
We were previously principal accountants for Fund American Enterprises
Holdings, Inc. and, under the date of February 19, 1999, we intend to report
on the consolidated financial statements of Fund American Enterprises
Holdings, Inc. and subsidiaries as of and for the years ended December 31,
1998 and 1997. On March 10, 1999 our appointment was terminated. We have
read Fund American Enterprises Holdings, Inc.'s statements included under
Item 4 of its Form 8-K dated March 10, 1999, and we agree with such
statements, except that we are not in a position to agree or disagree with
paragraph two of Item 4 of the Form 8-k.
Very truly yours,
KPMG LLP
