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 13, 1999
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FBR Capital Corporation
(Exact name of registrant as specified in its charter)
Nevada 33-58694 13-3465289
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 East University, Suite 304, Tempe, Arizona 85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 967-5800
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On May 13, 1999, FBR Capital Corporation (the "Company"), with the approval
of the Company's board of directors, dismissed Arthur Andersen LLP ("Arthur
Andersen") and engaged BDO Seidman, LLP ("BDO Seidman") as its independent
public accountants for the year ending June 30, 1999. The dismissal of Arthur
Andersen was the result of a change in control of the Company.
Arthur Andersen's reports on the Company's financial statements for the
past two years contained no adverse opinion and no disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles. In the Company's two most recent fiscal years and the
subsequent interim periods preceding the dismissal of Arthur Andersen, there
were no disagreements with Arthur Andersen 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, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
The Company has provided Arthur Andersen with a copy of the foregoing
disclosure, and has requested that Arthur Andersen furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with such disclosure. The Company has filed as an Exhibit to this Form
8-K a copy of the letter from Arthur Andersen required by Item 304 of Regulation
S-K
During the Company's two most recent fiscal years and the subsequent
interim periods preceding the engagement of BDO Seidman, neither the Company nor
any party acting on its behalf has consulted with BDO Seidman regarding (i)
either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, or (ii) any matter that was
either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of
Regulation S-K and related instructions) or a "reportable event" (as defined in
Item 304(a)(i)(v) of Regulation S-K).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit 1 - Letter from Arthur Andersen LLP, dated May 18, 1999,
addressed to the Securities and Exchange Commission pursuant to Item
304(a)(3) of Regulation S-K.
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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.
FBR CAPITAL CORPORATION
Date: May 20, 1999 By /s/ Philip R. Shumway
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Philip R. Shumway
President and Chief Executive Officer
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
May 18, 1999
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K dated May 13, 1999, of FBR Capital
Corporation filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to: Mr. Phillip R. Shumway, FBR Capital Corporation
