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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMENDMENT NO. 1
Date of Report (Date of Earliest Event Reported): December 20, 1996
ZIEGLER LEASING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Wisconsin
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(State or Other Jurisdiction of Incorporation)
33-43082 39-1148992
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(Commission File Number) (I.R.S. Employer
Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
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(Address of Principal Executive Offices) (Zip Code)
(414) 334-5521
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Change in Registrant's Certifying Accountant.
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As described in the original Form 8-K filed by the
Registrant on December 31, 1996, all of the outstanding capital stock
of the Registrant was purchased on December 20, 1996 by General
Electric Capital Corporation from The Ziegler Companies, Inc., in a
cash for stock transaction. Following this transaction, all of the
outstanding capital stock of the Registrant, namely 2,000 shares of
common stock, $1.00 par value, is now owned by General Electric
Capital Corporation.
In connection with the transaction referred to above,
effective December 23, 1996, the Registrant engaged KPMG Peat Marwick,
the regular independent auditors of General Electric Capital
Corporation, to serve as principal accountants to audit the
Registrant's financial statements. Before such new engagement, Arthur
Andersen LLP ("Arthur Andersen") was engaged as the Registrant's
principal accountants. The change in principal accountants was made
as a routine matter, incident to the change of control of the
Registrant.
Pursuant to Item 304(a)(1)(i) of Regulation S-K, Arthur
Andersen was dismissed on December 23, 1996, incident to the change of
control of the Registrant.
Pursuant to Item 304(a)(1)(ii) of Regulation S-K, none of
Arthur Andersen's reports on the financial statements for either of
the last two years contained an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope,
or accounting principles.
Pursuant to Item 304(a)(1)(iii) of Regulation S-K, the
decision to change accountants was incident to the change of control
of the Registrant. Although the decision to change accountants was
not explicitly authorized by the Registrant's Board of Directors, all
of whom resigned on December 20, 1996 (as reported in Item 6 in the
original Form 8-K), the decision was implicitly authorized as a part
of the transaction by which all of the outstanding capital stock of
the Registrant was purchased on December 20, 1996 by General Electric
Capital Corporation.
Pursuant to Item 304(a)(1)(iv) of Regulation S-K, there have
been no disagreements or "reportable events" with Arthur Andersen at
any time during the Registrant's two most recent fiscal years or
during the interim period from January 1, 1996 through December 23,
1996 (its date of dismissal).
As required in Item 304(a) of Regulation S-K, attached
hereto as Exhibit 16 is a letter from Arthur Andersen, addressed to
the Commission, in which Arthur Andersen indicates that it agrees with
the statements made by the Registrant in this Form 8-K/A.
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Item 7. Financial Statements and Exhibits
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(c) Exhibits.
16 Letter from Arthur Andersen LLP, addressed to the
Commission, dated January 3, 1997, re: change in
certifying accountant.
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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.
ZIEGLER LEASING CORPORATION
DATE: January 6, 1997 By: /s/ Thomas F. Fanelli
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Thomas F. Fanelli, Vice President
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EXHIBIT INDEX
Exhibit No. Description Page
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16 Letter from Arthur Andersen LLP, addressed
to the Commission, dated January 3, 1997,
re: change in certifying accountant.
NYFS08...:\60\47660\1210\2556\FRMD306L.10B
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ARTHUR
ANDERSEN
Arthur Andersen LLP
100 East Wisconsin Avenue
PO Box 1215
Milwaukee WI 53201-1215
414 271 5100
January 3, 1997
Securities and Exchange Commission
Washington, D.C. 20549
We have read Item 4 included in the attached Form 8-K/A Amendment No.
1 to Form 8-K dated December 20, 1996, of Ziegler Leasing Corporation
to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
