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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
February 27, 1998
Date of Report (Date of earliest event reported)
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-169819 93-3054267
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
520 Madison Avenue
40th Floor
New York, New York 10022
(Address of principal executive offices)
(212) 980-3883
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 27, 1998, National Capital Management Corporation (the
"Registrant") determined that the Registrant's former independent
accountants, Arthur Andersen LLP, would not be retained to handle the audit
for the Registrant for the year ended December 31, 1997.
The reports of Arthur Andersen LLP, on the Registrant's financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The Registrant's Board of Directors approved the decision to terminate the
relationship with Arthur Andersen LLP as the Registrant's independent public
accountants.
In connection with its audits as of and for the years ended December 31,
1995 and 1996 and the interim period from January 1, 1997 through February
27, 1998 (date of resignation, declination to stand for reelection or
dismissal), there have been no disagreements between the Registrant and
Arthur Andersen LLP, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur Andersen LLP,
would have caused it to make reference thereto in its report on the financial
statements for the Registrant for such years. Arthur Andersen LLP was not
substantively involved with the Registrant during the interim period from
January 1, 1997 through February 27, 1998.
The Registrant has provided its former independent accountants with a copy
of this Form 8-K and has requested them to furnish the Registrant with a
letter, addressed to the Commission, regarding their position with respect to
the matter discussed herein.
The Registrant will engage the services of Janover Rubinroit in connection
with its next audit for the year ended December 31, 1997.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Filed herewith are the following exhibits:
Exhibit 16 Letter re: Change in Certifying Accountant dated March 16, 1998
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.
NATIONAL CAPITAL MANAGEMENT
CORPORATION
(Registrant)
Dated: March 16, 1998 By /s/ John C. Shaw
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John C. Shaw
Its Chief Executive Officer
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[LETTERHEAD]
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Arthur Andersen LLP
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1345 Avenue of the Americas
New York NY 10105-0032
March 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 included in the attached Form 8-K dated February 27, 1998
of National Capital Management Corporation to be filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
