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) February 14, 1996
STRATFORD AMERICAN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Arizona
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(State or Other Jurisdiction of Incorporation)
0-17018 86-0608035
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(Commission File Number) (I.R.S. Employer
Identification No.)
2400 E. Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona 85016
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(Address of Principal Executive Offices) (Zip Code)
(602) 956-7809
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
The Exhibit Index appears on page 4 hereof.
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On February 14, 1996, Stratford American Corporation dismissed Price
Waterhouse LLP as its independent accountants.
(ii) The report of Price Waterhouse LLP on the financial statements for the
fiscal year ended December 31, 1994 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle. The report of Price
Waterhouse LLP on the financial statements for the fiscal year ended
December 31, 1993 contained no adverse opinion or disclaimer of opinion
but did contain a qualification as to uncertainty, stating that the
Registrant had a net capital deficiency, raising substantial doubt
about the Registrant's ability to continue as a going concern.
(iii) The Board of Directors, as a whole, serves as the Audit Committee. In
that capacity, the Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through February 14, 1996, there have been no disagreements with Price
Waterhouse 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 Price Waterhouse
LLP would have caused them to make reference thereto in their report on
the financial statements for such years.
(v) The Registrant has requested that Price Waterhouse LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated February 15, 1996, is
filed as Exhibit 16 to this Form 8- K.
(b) New independent accountants
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(i) The Registrant engaged KPMG Peat Marwick LLP as its new independent
accountants as of February 14, 1996. During the two most recent fiscal
years and through February 14, 1996, the Registrant has not consulted
with KPMG Peat Marwick LLP on items which (1) were or should have been
subject to SAS 50 or (2) concerned the subject matter of a disagreement
or reportable event with the former auditor, (as described in
Regulation S-K Item 304(a)(2)).
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.
STRATFORD AMERICAN CORPORATION
Registrant
Date: February 22, 1996 By: /s/ Mel L. Shultz
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Mel L. Shultz, President and Director
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Exhibit Index
16.1 Letter of Price Waterhouse LLP
4
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Stratford American Corporation
We have read Item 4 of Stratford American Corporation's Form 8-K dated February
14, 1996 and are in agreement with the statements contained in paragraph 4(a)
therein.
Price Waterhouse LLP
Phoenix, Arizona
February 15, 1996
