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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported) May 21, 1997
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Franklin Financial Corporation
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(Exact name of registrant as specified in its charter)
Tennessee 33-27232-A 62-1376024
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
230 Public Square, Franklin, Tennessee 37064
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 790-2265
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Not applicable
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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 ACCOUNTANT.
On May 21, 1997, Franklin Financial Corporation (the "Company") dismissed
its independent auditors, Heathcott & Mullaly, P.C., and on the same date
engaged the firm of Deloitte & Touche LLP as its independent auditors for the
fiscal year ending December 31, 1997. Heathcott & Mullaly P.C. has been retained
to assist the Company in completion of its internal audit program. Each of these
actions was approved by the Audit Committee of the Board of Directors of the
Company.
The report of Heathcott & Mullaly on the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1995 did not contain
any adverse opinion or a disclaimer of opinion, nor was qualified or modified as
to uncertainty, audit scope, or accounting principles.
In connection with the audit of the fiscal years ended December 31, 1996
and 1995 and for the unaudited interim period through May 21, 1997 there were
no disagreements with Heathcott & Mullaly on any matter of accounting principle
or practice, financial statement disclosure, or audit procedure or scope which
disagreement, if not resolved to the satisfaction of Heathcott & Mullaly, would
have caused it to make reference to the subject matter of the disagreement in
its report. Further, during the fiscal years ended December 31, 1996 and 1995,
and the unaudited interim period through May 21, 1997 neither the Company nor
any of its representatives sought the advice of Deloitte & Touche regarding the
application of accounting principles to a specific completed or contemplated
transaction or the type of audit opinion that might be rendered on the
Company's financial statements, which advice was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue.
In connection with the audit of the fiscal years ended December 31, 1996
and 1995 and for the unaudited interim period through May 21, 1997, Heathcott &
Mullaly did not advise the Company that (i) the internal controls
necessary for the Company to develop reliable financial statements did not
exist; (ii) that information had come to its attention that led it to no longer
be able to rely on management's representations, or that made it unwilling to
be associated with the financial statements prepared by management; (iii) that
there existed a need to expand significantly the scope of its audit, or that
information had come to Heathcott & Mullaly's attention during the fiscal
periods, that if further investigated may (a) materially impact the fairness or
reliability of either: a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most recent financial
statements covered by an audit report (including information that may prevent
it from rendering an unqualified audit report on those financial statements),
or (b) cause Heathcott & Mullaly to be unwilling to rely on management's
representations or be associated with the Company's financial statements, and
due to Heathcott & Mullaly's dismissal did not so expand the scope of its audit
or conduct such further investigation; or (iv) that information had come to
Heathcott & Mullaly's attention that it concluded materially impacts the
fairness or reliability of either (a) a previously issued audit report or the
underlying financial statements, or (b) the financial statements issued or to
be issued covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to Heathcott & Mullaly's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and due
to Heathcott & Mullaly's dismissal, the issue has not be resolved to Heathcott
& Mullaly's satisfaction prior to its dismissal.
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The Company has requested that Heathcott & Mullaly furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of Heathcott & Mullaly's letter to the
Securities and Exchange Commission is filed as Exhibit 16.1 to this Form 8-K/A
(Amendment No. 1).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits:
16.1 Letter re: Change in Certifying Accountant.
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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.
FRANKLIN FINANCIAL CORPORATION
By: /s/ Richard Herrington
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Richard Herrington, President
Dated: June 2, 1997
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EXHIBIT 16.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of amendment # 1 of
Form 8-K/A of Franklin Financial Corporation dated May 21, 1997.
/s/ Heathcott & Mullaly, P.C.
June 2, 1997
