UNITED STATES
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) August 15, 1997
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FNC BANCORP, INC.
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Georgia 33-37078 58-1910615
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
420 S. Madison Avenue, Douglas, Georgia 31533
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(Address of principal executive offices)
Registrant's telephone number: (912) 384-1100
ITEM 4. Changes in Registrant's Certifying Accountant.
On August 15, 1997, the Company's Board of Directors elected to
dismiss Stewart, Fowler & Stalvey, P.C. as the Company's independent auditors.
That same day, the Company engaged Mauldin & Jenkins, LLC to replace Stewart,
Fowler & Stalvey, P.C. Pursuant to Item 304 of Regulation S-B, the Company
discloses the following information:
1. Stewart, Fowler & Stalvey, P.C. was dismissed on August 15, 1997.
2. The report prepared by Stewart, Fowler & Stalvey, P.C. on the financial
statements for the fiscal years ending December 31, 1996 and 1995 did not
contain an adverse opinion or disclaimer of opinion, nor was the report
modified as to uncertainty, audit scope or accounting principles.
3. The decision to dismiss Stewart, Fowler & Stalvey, P.C. was recommended
and approved by the Board of Directors.
4. During the last two fiscal years and the subsequent interim period
through August 15, 1997, there were no disagreements between the Company
and Stewart, Fowler & Stalvey, P. C. on any matters of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the
satisfaction of Stewart, Fowler & Stalvey, P. C., would have caused it to
make a reference to the subject matter of the disagreements in connection
with its reports.
The Company provided Stewart, Fowler & Stalvey, P. C. with a copy of this
disclosure and requested it to furnish a letter addressed to the Commission
within ten business days stating whether it agrees with the statements made
herein. A copy of this letter prepared by Stewart, Fowler & Stalvey, P. C. is
attached hereto as Exhibit 16(a). In addition, a copy of a letter prepared by
Stewart, Fowler & Stalvey confirming the cessation of the accounting
relationship with the Registrant is attached hereto as Exhibit 16(b).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Corporation has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
This 27th day of August 1997.
FNC BANCORP, INC.
By: /s/ Jeff Johnson
Jeff Johnson, President
<PAGE>
Exhibit 16(b)
August 19, 1997
Mr. Jeff Johnson, President
FNC Bancorp, Inc.
Post Office Box 1699
Douglas, Georgia 31533
Dear Mr. Johnson:
This is to confirm that the client-auditor relationship between FNC
Bancorp, Inc. (Commission File Number 33-37078) and Stewart, Fowler & Stalvey,
P.C. has ceased.
Sincerely,
/s/ Stewart, Fowler & Stalvey, P.C.
Stewart, Fowler & Stalvey, P. C.
<PAGE>
Exhibit 16(a)
August 19, 1997
Securities and Exchange Commission
Washington, D. C. 20549
Re: Form 8-K of FNC Bancorp, Inc.
(Commission File #33-37078)
Dated August 15, 1997
Dear Sir:
This letter is to advise that we agree with the disclosures made
under Item 4 "changes in registrant's certifying accountant" in the Form 8-K
referred to above.
Sincerely,
/s/ Richard A. Stalvey
Richard A. Stalvey
Certified Public Accountant
