CITRUS FINANCIAL SERVICES INC
8-K, 1997-08-29
NATIONAL COMMERCIAL BANKS
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                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      August 21, 1997
(Date of earliest
event reported)


                 CITRUS FINANCIAL SERVICES, INC.
      (exact name of registrant as specified in its charter)


                             FLORIDA
          (State or other jurisdiction of incorporation)


     33-29696-A                                        65-0136504
(Commission File Number)                      (IRS Employer
                                            Identification Number)

1717 Indian River Boulevard
Suite 100
Vero Beach, Florida                             32960
(Address of principal executive offices)       (Zip Code)


                          (561) 778-4100
       (Registrant's telephone number, including area code)
<PAGE>
PART II   INFORMATION INCLUDED IN FORM 8-K


ITEM 1    None.

ITEM 2    None.

ITEM 3    None.

ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(1)  On August 21, 1997, the Company's Board of Directors approved a motion to
     dismiss its certifying accountants, Rex Meighen & Company.

     (I)   The accountant's report on the financial statements for either of
           the past two (2) years did not contain an adverse opinion or a
           disclaimer of opinion or was not qualified or modified as to
           uncertainty, audit scope, or accounting principles.

     (ii)  The decision to change accountants was recommended and approved by 
           the Board of Directors.

     (iii) In connection with the audit of the Company's financial statements,
           for the past two (2) years ended December 31, 1996, and for the
           subsequent interim period through the date of this Form 8-K, there
           were no disagreements with Rex Meighen & Company on any matter of
           accounting principles or practices, financial statement disclosure,
           or auditing scope or procedures.

     (iv)  In connection with the audit of the Company's financial statements,
           there were no reportable events that occurred during the last two
           fiscal years or any subsequent interim period.

     (2)   One August 21, 1997 the Company's Board of Directors approved a
           motion to engage Stevens, Thomas, Schemer & Sparks, P.A., to audit
           the Company's financial statements for the year ending December 31,
           1997.  During the Company's two (2) most recent fiscal years ended 
           December 31, 1996, and for the subsequent interim period through
           the date of this Form 8-K, it did not consult the newly engaged
           accountant regarding the application of accounting principles or
           any other matter that the Company may use in reaching a decision
           as to any accounting, auditing, or financial reporting issue.

     (3)   Stevens, Thomas, Schemer & Sparks, P.A. has furnished the Company
           with a letter addressed to the Securities and Exchange Commission
           stating that they agree with the statements made by the Company
           concerning the election of the Company's certifying accountants for
           the year ending December 31, 1997. Their letter is included in this
           Form 8-K as "Exhibit XVI."

          
<PAGE>
PART II    INFORMATION INCLUDED IN FORM 8-K


Item 5     None.

Item 6     None.

Item 7     Exhibits on Form 8-K

           (1)    None.
          
           (2)    None.

           (3)    Exhibit Table.

Item 8     None.




<PAGE>
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 of the
undersigned thereunto duly authorized.



Date:     August 27, 1997          By:  /S/                            
                                   Josh C. Cox, Jr.
                                   President and CEO


Date:     August 27, 1997          By:  /S/                              
                                   Henry O. Speight
                                   Senior Vice President
                                   Chief Financial Officer

<PAGE>
                          EXHIBIT TABLE

                                                             Page No.

Exhibit XVI.  Letter re change in certifying accountants        6


<PAGE>



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Re:  Citrus Financial Services, Inc.
     Commission File Number 33029696-A
     65-0136504

Gentlemen:

We have read Item 4 of Form 8-K of Citrus Financial Services, Inc., dated
August 27, 1997, and we agree with such statements, except we are not in a
position to agree or disagree with the statements under paragraphs (1) (iii)
and (1) (iv).


STEVENS, THOMAS, SCHEMER & SPARKS, P.A.

Jacksonville, Florida
August 27, 1997



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