SOUTHERN CRESCENT FINANCIAL CORP
8-K/A, 1997-01-29
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                _______________

                                   FORM 8-K/A


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):     JANUARY 29, 1997
                                                 -----------------------------



                        SOUTHERN CRESCENT FINANCIAL CORP
                        --------------------------------
               (Exact name of registrant as specified in charter)



   GEORGIA                          0-19225                      58-1845038
- -----------------               ----------------             ------------------
(State or other                 (Commission File              (I.R.S. Employer
jurisdiction of                      Number)                 Identification No.)
incorporation)



1585 SOUTHLAKE PARKWAY, MORROW, GEORGIA                             30260
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code:  (770) 968-6868
                                                     --------------------------



                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>
 
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On January 22, 1997, the Company elected to replace its existing
independent public saccount firm, Grant Thornton LLP ("Grant Thornton"), with
Arthur Andersen LLP.  Neither of Grant Thornton's reports on the Company's
financial statements for the years ended December 31, 1994 or 1995 contained an
adverse opinion or a disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles.  The change of accountants
was approved by the Board of Directors.  The Company had no disagreements with
Grant Thornton LLP during any of the years ended December 31, 1994, 1995 or 1996
or during the interim period through January 22, 1997 (date of dismissal) on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure that would have caused that firm to make reference
to the subject disagreement if it had not been resolved to Grant Thornton's
satisfaction.

ITEM 7. EXHIBITS

     The following exhibit is attached to this Report:

          Exhibit 16:  Letter from Grant Thornton LLP to the Company dated
     January 24, 1997.


                                   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.



                                    SOUTHERN CRESCENT FINANCIAL CORP



                                    By:  /s/ Charles M. Buckner
                                       ---------------------------------------
                                         Charles M. Buckner
                                         President and Chief Executive Officer


                                    Date:  1/29/97
                                         ------------------------------------

                                      -2-
<PAGE>
 
                                   EXHIBIT 16
                                   ----------

                   LETTER ON CHANGE OF CERTIFYING ACCOUNTANT

                                      -3-

<PAGE>
 
                                                        2300 North Tower        
                                                        235 Peachtree St., N.E. 
                                                        Atlanta, GA 30303-1499  
                                                        404 330-2000           
                                                                               
                                                        FAX 404 330-2047       



January 24, 1997

                                            Grant Thornton
                                            Grant Thornton LLP Accountants and
                                                   Management Consultants

                                                   The U.S. Member Firm of
                                                   Grant Thornton International



Securities and Exchange Commission
Washington, D.C. 30549

RE:  Southern Crescent Financial Corporation
     File No. D04330.0000

Dear Sir:

We have read Item 4 of the Form 8-K of Southern Crescent Financial Corporation
dated January 22, 1997, and agree with the statements contained therein.

Very truly yours,


/s/ Grant Thornton LLP
- --------------------------


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