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) May 8, 1998
The Franklin Holdings Corporation (Delaware)
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9727 13-3419202
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
450 Park Avenue, 10th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code (212) 486-2323
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(Former Name or Former Address, If Changed Since Last Report.)
C/M 12266.0000 715776.1
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ITEM 4. Changes in Registrant's Certifying Accountants.
At a meeting held on April 29, 1998, the Board of Directors of The Franklin
Holding Corporation (Delaware) (the "Company") approved the termination of
Arthur Andersen LLP as its independent auditors for the fiscal year ending 1998.
The reports of Arthur Andersen LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended 1996 and 1997, and in the subsequent interim period,
there were no disagreements with Arthur Andersen LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Arthur
Andersen LLP would have caused Arthur Andersen LLP to make reference to the
matter in their report. The Company has requested Arthur Andersen LLP to furnish
it a letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated May 15, 1998 is filed as Exhibit 1 to
this Form 8-K.
There were no "reportable events" as that term is described in Item 304(a)(1)(v)
of Regulation S-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
Exhibit Description
1.1 Letter, dated May 8, 1998, from Arthur Anderson LLP to the Securities
and Exchange Commission.
C/M 12266.0000 715776.1
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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 hereunto duly authorized.
THE FRANKLIN HOLDING CORPORATION (Delaware)
(Registrant)
Date: May 15, 1998
By:/s/John Greenbaum
____________________________________________
Name: John Greenbaum
Title: Chief Financial Officer (Principal
Financial Officer)
C/M 12266.0000 715776.1
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<PAGE>
EXHIBIT INDEX
Exhibit Description
1.1 Letter, dated May 8, 1998, from Arthur Anderson LLP to the Securities
and Exchange Commission.
C/M 12266.0000 715776.1
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ARTHUR
ANDERSEN
Arhtur Andersen LLP
1345 Avenue of the Americas
New York, NY 10105-0032
May 15, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam;
We have read Item 4 included in the Form 8-K dated May 15, 1998 of The Franklin
Holding Corporation (Delaware) filed with the Seucrities and Exchange commission
and are in agreement with the statements contained therin.
Very truly yours,
Arthur Andersen LLP
CH
cc:Mr. Stephen L. Brown
The Franklin Holding Corporation (Delaware)
715834.1
