SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 26, 1998
SANTA FE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-6877 95-2452529
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(Commission File Number) (IRS Employer Identification No.)
2251 San Diego Avenue, Suite A-151, San Diego, California 92110-2926
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(Address of Principal Executive Offices) (Zip Code)
(619) 298-7201
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(Registrant's Telephone Number, Including Area Code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On January 26, 1998, Ernst & Young LLP indicated that it declined
to stand for re-election as the independent accountants for Santa Fe Financial
Corporation.
(ii) The reports of Ernst & Young LLP on the consolidated financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
(iii) The Registrant's Board of Directors participated in and approved
the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through January 26, 1998, there have been no disagreements with Ernst &
Young LLP 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 Ernst & Young LLP would have caused them
to make reference thereto in their report on the financial statements for such
years.
(v) During the two most recent fiscal years and through January 26,
1998, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) The Registrant has requested that Ernst & Young LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated January 28, 1998 is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Price Waterhouse LLP as its new independent
accountants as of January 26, 1998. During the two most recent fiscal years
and through January 26, 1998, the Registrant has not consulted with Price
Waterhouse LLP regarding either (i) 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 Registrant's financial statements, and
either a written report was provided to the Registrant or oral advice was
provided that Price Waterhouse LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or
a reportable event, as that term is defined in Item 304 (a)(1)(v) of
Regulation S-K.
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Item 7. Financial Statements and Exhibits.
Exhibit 16 - Letter re Change in Certifying Accountant from Ernst &
Young LLP, dated January 28, 1998
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.
SANTA FE FINANCIAL CORPORATION
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(Registrant)
Date: January 28, 1998 By /s/ John V. Winfield
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John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
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EXHIBIT 16 TO FORM 8-K
January 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 28, 1998 of Santa Fe Financial
Corporation and are in agreement with the statements contained in the
paragraphs 4(a)(i), 4(a)(ii), 4(a)(iv), 4(a)(v) and 4(a)(vi) on page 2
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
ERNST & YOUNG LLP
