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 3, 1999
Surety Capital Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-1983 75-2065607
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1845 Precinct Line Road, Suite 100, Hurst, Texas 76054
-------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 817-498-2749
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective as of June 3, 1999 PricewaterhouseCoopers LLP
("PWC") was dismissed as the Registrant's independent accountants.
On June 4, 1999, Registrant engaged Fisk Robinson, P.C., Dallas,
Texas ("Fisk"), as its independent accountants to audit Registrant's
financial statements for fiscal year 1999. The decision to change
accountants was approved by the Audit Committee and ratified by the
Board of Directors of Registrant on June 4, 1999.
PWC's report on the consolidated financial statements of
Registrant as of December 31, 1998 contained an explanatory
paragraph expressing substantial doubt as to Registrant's
ability to continue as a going concern. PWC's report on the
consolidated financial statements of Registrant for fiscal years
ended December 31, 1997 and December 31, 1998 did not contain
any other adverse opinion or disclaimer of opinion, nor were
they otherwise qualified or modified as to uncertainty, audit
scope, or accounting principles.
During Registrant's two most recent fiscal years ended
December 31, 1997 and December 31, 1998, and for the period from
January 1, 1999 through June 2, 1999, there were no
disagreements with PWC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure. Additionally, during Registrant's two most recent
fiscal years ended December 31, 1997 and December 31, 1998, and
for the period from January 1, 1999 through June 2, 1999, there
did not occur any kind of event listed in paragraphs
(a)(1)(v)(A) through (D) of Regulation S-K, Item 304, other than
the identification by PWC in PWC's letter of May 19, 1998, to
the Audit Committee of Registrant of a material weakness in the
internal control environment related to underwriting, collection
and monitoring of the medical claims factoring division. After
recognizing losses incurred in the outstanding medical claims
factoring receivables, Registrant discontinued that division in
1998.
In connection with Registrant's engagement of Fisk as its
independent accountants for fiscal year 1999, neither Registrant
nor any person acting on behalf of Registrant consulted Fisk
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 Registrant's
financial statements; or (ii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of
Regulation S-K, Item 304, and the related instructions) or a
reportable event (as described in paragraph (a)(1)(v) of
Regulation S-K, Item 304).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated June 11,
1999. *
- -------------------------------
* Filed herewith.
-2-
<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.
SURETY CAPITAL CORPORATION
DATE: June 14, 1999 /s/ C. Jack Bean
----------------
C. Jack Bean, Chairman of the Board
-3-
EXHIBIT 16
[PricewaterhouseCoopers LLP Letterhead]
June 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Surety 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/A (Amendment No. 1) report dated June 3,
1999. We agree with the statements concerning our Firm in such
Form 8-K/A (Amendment No. 1).
We have no knowledge of the information provided regarding the
new independent accountants.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
cc: Mr. Robert L. Bintliff
Ms. Margaret Holland
<PAGE>
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 3, 1999
Surety Capital Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-1983 75-2065607
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1845 Precinct Line Road, Suite 100, Hurst, Texas 76054
-------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 817-498-2749
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective as of June 3, 1999 PricewaterhouseCoopers LLP
("PWC") was dismissed as the Registrant's independent accountants.
On June 4, 1999, Registrant engaged Fisk Robinson, P.C., Dallas,
Texas ("Fisk"), as its independent accountants to audit Registrant's
financial statements for fiscal year 1999. The decision to change
accountants was approved by the Audit Committee and ratified by the
Board of Directors of Registrant on June 4, 1999.
PWC's report on the consolidated financial statements of
Registrant as of December 31, 1998 contained an explanatory
paragraph expressing substantial doubt as to Registrant's
ability to continue as a going concern. PWC's report on the
consolidated financial statements of Registrant for fiscal years
ended December 31, 1997 and December 31, 1998 did not contain
any other adverse opinion or disclaimer of opinion, nor were
they otherwise qualified or modified as to uncertainty, audit
scope, or accounting principles.
During Registrant's two most recent fiscal years ended
December 31, 1997 and December 31, 1998, and for the period from
January 1, 1999 through June 2, 1999, there were no
disagreements with PWC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure. Additionally, during Registrant's two most recent
fiscal years ended December 31, 1997 and December 31, 1998, and
for the period from January 1, 1999 through June 2, 1999, there
did not occur any kind of event listed in paragraphs
(a)(1)(v)(A) through (D) of Regulation S-K, Item 304, other than
the identification by PWC in PWC's letter of May 19, 1998, to
the Audit Committee of Registrant of a material weakness in the
internal control environment related to underwriting, collection
and monitoring of the medical claims factoring division. After
recognizing losses incurred in the outstanding medical claims
factoring receivables, Registrant discontinued that division in
1998.
In connection with Registrant's engagement of Fisk as its
independent accountants for fiscal year 1999, neither Registrant
nor any person acting on behalf of Registrant consulted Fisk
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 Registrant's
financial statements; or (ii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of
Regulation S-K, Item 304, and the related instructions) or a
reportable event (as described in paragraph (a)(1)(v) of
Regulation S-K, Item 304).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated June 11,
1999. *
- -------------------------------
* Filed herewith.
-2-
<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.
SURETY CAPITAL CORPORATION
DATE: June 14, 1999 /s/ C. Jack Bean
----------------
C. Jack Bean, Chairman of the Board
-3-
