Current Report on Form 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
Amendment No. 1
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 1, 2000
WEBFINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-631 56-2043000
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
150 East 52nd Street, 21st Floor
New York, New York 10022
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Address of principal executive offices
Registrant's telephone number, including area code: 877/431-2942
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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
(a) Previous independent accountants
(i) On May 1, 2000, WebFinancial Corporation (the "Company")
dismissed KPMG LLP ("KPMG"), as its independent accountants.
(ii) The audit reports of KPMG on the consolidated financial
statements of WebFinancial Corporation as of December 31, 1999
and 1998, and for the year ended December 31, 1999, the
eleven-month period ended December 31, 1998, and the year
ended January 31, 1998 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with the audits of the Company's consolidated
financial statements for each of the two fiscal years ended
December 31, 1999 and 1998, and in the subsequent interim
period through May 1, 2000 there were no "disagreements," as
that term is defined in the instructions to Form 8-K and the
regulations applicable to Item 4 of Form 8-K, with KPMG on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
"disagreements," if not resolved to their satisfaction would
have caused them to make reference in connection with their
opinion to the subject matter of the "disagreement" in their
report.
(v) The Registrant has requested that KPMG furnish it with a
letter addressed to the SEC stating whether or not it agrees
with the above statements. A letter from KPMG concerning its
agreement or disagreement with the disclosures made in this
Report on Form 8-K will be filed as required by Item 304(a)(3)
of Regulation S-K promptly upon receipt by the Company.
(b) New independent accountants
The Registrant engaged Grant Thornton LLP as the Company's auditors on
May 4, 2000. The Registrant has not consulted with Grant Thornton LLP
during the past two fiscal years concerning the application of
accounting principles or any issues relating to accounting, auditing
or financial reporting.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16: Letter from KPMG LLP dated May 4, 2000 and received May 8,
2000.
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SIGNATURE
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.
WEBFINANCIAL CORPORATION
Dated: May 12, 2000 By: /s/ Warren G. Lichtenstein
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Name: Warren G. Lichtenstein
Title: Chairman of the Board and
Chief Executive Officer
Exhibit 16
(Letterhead of KPMG LLP)
May 4, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for WebFinancial Corporation and, under
the date of March 24, 2000, we reported on the consolidated financial statements
of WebFinancial Corporation and subsidiaries as of and for the years ended
December 31, 1999 and 1998. On May 1, 2000, our appointment as principal
accountants was terminated. We have read WebFinancial Corporation's statements
included under Item 4(a) of its Form 8-K dated May 4, 2000, and we agree with
such statements, except that we are not in a position to agree or disagree with
WebFinancial Corporation's reference to the Board of Directors participating in
and approving the decision to change independent auditors.
Very truly yours,
/s/ KPMG LLP
