<PAGE> 1
UNITED STATES
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
April 7, 2000
Date of Report (Date of earliest event reported)
MICROFINANCIAL INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
04-2962824
(IRS Employer
Identification No.)
950 Winter Street, Waltham MA 02451
(Address of principal executive offices) (Zip Code)
(781) 890-0177
(Registrant's Telephone Number, Including Area Code)
Address has not changed
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
PricewaterhouseCoopers LLP ("PWC"), the registrant's independent accountants
engaged by the registrant to audit its financial statements for the registrant's
fiscal years ended December 31, 1998 and December 31, 1999, verbally notified
the registrant on April 5, 2000 that PWC is resigning as the registrant's
independent accountants effective as of April 5, 2000. The Board of Directors of
the registrant is seeking to engage a principal accountant to replace PWC.
Neither of the reports of PWC on the registrant's financial statements for the
fiscal years ended December 31, 1998 and December 31, 1999 contained an adverse
opinion or disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change the
registrant's independent accountants was neither recommended nor approved by the
registrant's Board of Directors or its Audit Committee. During the registrant's
audited periods ending December 31, 1998 and December 31, 1999 and the
subsequent interim period ending April 5, 2000, there were no disagreements with
PWC 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 PWC, would have caused PWC to make reference to the
subject matter of the disagreements in connection with its reports. The
registrant has provided PWC with a copy of this disclosure and has requested
that PWC furnish the registrant with a letter addressed to the Securities and
Exchange Commission (the "SEC") stating whether PWC agrees with the above
statements and, if not, stating the respects in which PWC does not agree. A copy
of PWC's letter to the SEC dated April 6, 2000 is filed as Exhibit No. 18.1 to
this report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. 18.1
Letter from PricewaterhouseCoopers LLP dated April 6, 2000 to the SEC
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICROFINANCIAL, INCORPORATED
By: /s/PETER R. BLEYLEBEN
Peter R. Bleyleben, President
Date: April 7, 2000
<PAGE> 1
April 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by MicroFinancial Incorporated (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 report dated April 7,
2000. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP
