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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
Current Report
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report: February 26, 1997
INTERCARGO CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-16748 36-3414667
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1450 American Lane, 20th Floor, Schaumburg, Illinois 60173
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 517-2990
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Item 4. Changes in Registrant's Certifying Accountant.
On February 26, 1997, the Board of Directors of Intercargo Corporation (the
"Company"), upon the advice of its Audit Committee, elected to not retain KPMG
Peat Marwick LLP as its certifying accountant for fiscal year 1997. The
decision to change accountants was based upon a cost analysis of services
provided. There were no disagreements between management of the Company and
the former accountants on any matters of accounting principles or practices,
financial statement disclosures, or auditing scopes or procedures during the
Company's two most recent fiscal years and any subsequent interim period
through the date of the dismissal. The accountant's reports on the financial
statements of the Company in the 1995 and 1994 fiscal years were unqualified,
not modified as to uncertainty, audit scope or accounting principles, and did
not express any adverse opinion or disclaimer of opinion. KPMG issued a letter
dated March 28, 1996 to the Board of Directors of the Company describing a
material weakness in internal control over a new production system, affecting
certain receivable and payable accounts. The Company has requested KPMG Peat
Marwick LLP to furnish a letter addressed to the Commission stating whether it
agrees with the above statements. A copy of that letter, dated March 17, 1997
is filed as Exhibit 1 to this Form 8-K/A-1.
In addition, on February 26, 1997, the Audit Committee recommended, and the
Board of Directors approved, the appointment of Ernst & Young LLP as the
Company's new independent accountants, effective for fiscal 1997, but subject
to ratification of the appointment by the stockholders of the Company at the
annual meeting of stockholders currently scheduled to be held on May 16, 1997.
The selection of Ernst & Young LLP was through a request for proposal process
with no consideration requested or made on the application of accounting
principles, the type of audit opinion that might be rendered on the financial
statements, or any other factor for reaching a decision as to accounting,
auditing or financial reporting issues.
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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.
INTERCARGO CORPORATION
BY: /s/ Michael L. Rybak
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Michael L. Rybak
Chief Financial Officer
and Vice President
Dated: March 5, 1997
