ASSOCIATES CORPORATION OF NORTH AMERICA
8-K, 1999-05-28
PERSONAL CREDIT INSTITUTIONS
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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) May 27, 1999





                  ASSOCIATES CORPORATION OF NORTH AMERICA
          (Exact name of registrant as specified in its charter)





            DELAWARE                              74-1494554
   (State or other jurisdiction                (I.R.S. Employer
     of incorporation)                       Identification Number)

                                 1-6154
                           (Commission File Number)


250 E. Carpenter Freeway, Irving, Texas                      75062-2729
(Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code (972) 652-4000


<PAGE>
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     As previously announced, on January 6, 1999 the parent of Associates
Corporation of North America (the "Registrant"), Associates First Capital
Corporation ("First Capital"), acquired the assets and assumed the liabilities
of Avco Financial Services, Inc. ("Avco").  Prior to this transaction, Avco
had the fourth largest U.S. consumer finance branch network and
well-established operations in international markets served by First Capital
including Canada, the United Kingdom and Puerto Rico.  Avco also provided
First Capital with access to new markets in Australia, Hong Kong, France,
Sweden, Spain, New Zealand, Ireland and India.  Accordingly, the Avco
acquisition resulted in a significant change in the worldwide scope of the
audit related work to be performed by First Capital's certifying accountant.

     First Capital and the Registrant have historically engaged
PricewaterhouseCoopers LLP ("PwC") as their worldwide certifying accountant
while Avco has historically engaged Ernst & Young LLP ("E&Y").  As a result of
the Avco acquisition, a process was undertaken to review First Capital's
certifying accountant.  Effective June 1, 1999, E&Y will replace PwC as the
ongoing worldwide certifying accountant for First Capital and all subsidiaries
(including the Registrant).  This change was recommended by management and
approved by the Registrant's Board of Directors on May 27, 1999.  The
Registrant maintains a high regard for PwC and is grateful for the work it has
performed.

     The reports of PwC for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

     During the registrant's two most recent fiscal years and subsequent
interim periods preceding the date of this report there were no:

(i) disagreements between the Registrant and PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of PwC, would have caused
them to make reference to the subject matter of the disagreement or
disagreements in their reports on the financial statements for such years.

(ii) reportable events involving PwC that would have required disclosure under
Item 304(a)(1)(v) of Section 304 of Regulation S-K.

(iii) written or oral consultations between the Registrant and E&Y regarding
either the specific application of accounting principles or the type of audit
opinion that might be rendered on the Registrant's financial statements that
was considered an important factor by the Registrant in reaching a decision as
an accounting, auditing or financial reporting issue, or any matter that was
the subject of a disagreement or a reportable event.

    The Registrant requested, and PwC has furnished, a letter addressed to the
Securities and Exchange Commission stating that PwC agrees with the above
statements that pertain to PwC.  A copy of such letter, dated May 28, 1999, is
filed as Exhibit 16.1 to this Form 8-K.



ITEM 7.  EXHIBITS.

        Exhibit 16.1 -Letter of PricewaterhouseCoopers LLP regarding change
        in certifying accountant.



                              SIGNATURE

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.


                          ASSOCIATES CORPORATION OF NORTH AMERICA



                          By: /S/ John F. Stillo
                              Executive Vice President and Comptroller

Date: May 28, 1999







EXHIBIT 16.1

PricewaterhouseCoopers LLP

May 28, 1999



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Associates Corporation of North America
(copy attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K
dated May 28, 1999.  We agree with the statements concerning our Firm in such
Form 8-K. We have no basis to agree or disagree with the Company's statements
regarding Ernst & Young LLP in the fourth paragraph of the Company's
disclosure.


Very truly yours,


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP





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