<PAGE>
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 (Date of earliest event reported) July 18, 1997
-------------
DEGEORGE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20832 41-1625724
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 Realty Drive, Cheshire, Connecticut 06410
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 699-3400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 9 pages
Exhibit Index is on page 6
<PAGE>
DEGEORGE FINANCIAL CORPORATION
INDEX TO FORM 8-K
INFORMATION PAGE NO.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 4
Index to Exhibits 6
2
<PAGE>
DEGEORGE FINANCIAL CORPORATION
ITEM 4--CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT:
On July 18, 1997, Price Waterhouse LLP ("Price") resigned as the auditor for
DeGeorge Financial Corporation ("DFC"). The report of Price on the financial
statements of DFC for the fiscal years ending December 31, 1996 and December 31,
1995 contained in the Annual Report on Form 10-K of DFC for the fiscal year
ended December 31, 1996 did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
The report of Price as originally issued on the financial statements of DFC for
the fiscal year ended December 31, 1995, contained in the Annual Report on Form
10-K of DFC for the fiscal year ended December 31, 1995, was modified with
respect to uncertainty regarding DFC's ability to continue as a going concern.
This modification resulted from DFC's violation of the minimum tangible net
worth covenant in an agreement for the sale of construction loans which was, and
remains, DFC's principal source of working capital. The violation of the
minimum tangible net worth covenant in turn resulted from losses for the year
ended December 31, 1995 and write-offs occasioned by the discontinuance of
operations of DFC's subsidiary, Patwil Homes, Inc. That agreement for the sale
of construction loans was amended in 1997 for all periods retroactive to the
inception of that agreement. The report of Price on the financial statements
for the fiscal year ended December 31, 1995, contained in the Annual Report on
Form 10-K of DFC for the fiscal year ended December 31, 1996, did not contain
the modification.
The decision to change accountants was neither recommended nor approved by the
audit committee of DFC's Board of Directors since DFC had no advance notice of
the resignation.
In connection with Price's audits for the two most recent fiscal years and the
subsequent interim periods preceding the resignation of Price, there were no
reportable disagreements with Price 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 Price, would have caused
Price to make a reference to the subject matter of the disagreement in
connection with its report.
DFC has requested that Price furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Price agrees with the
above statements. A copy of such letter, dated July 24, 1997, is filed as
Exhibit 3 to this Form 8-K.
None of the kinds of events listed in paragraphs (a) (l) (v) (A) through (D) of
Item 304 of Regulation S-K occurred within DFC's two most recent fiscal years
and the subsequent interim periods preceding the resignation of Price on July
18, 1997.
3
<PAGE>
ITEM 7--FINANCIAL STATEMENTS AND EXHIBITS:
(c) Exhibits:
1. Resignation letter of Price Waterhouse LLP dated July 18, 1997.
2. Press Release of DeGeorge Financial Corporation dated July 21, 1997.
3. Letter of Price Waterhouse LLP as required by paragraph (a) (3) of
Item 304 of Regulation S-K dated July 24, 1997.
4
<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 by the
undersigned hereunto duly authorized.
DEGEORGE FINANCIAL CORPORATION
(Registrant)
Dated: July 25, 1997
By: /s/ SALVATORE A. BUCCI
-------------------------------
Salvatore A. Bucci
Senior Vice President and
Chief Financial Officer
5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page No.
- ------- ----------- --------
1. Resignation letter of Price Waterhouse LLP dated July 18, 1997. 7
2. Press Release of DeGeorge Financial Corporation dated July 21, 1997. 8
3. Letter of Price Waterhouse LLP as required by paragraph (a) (3) of
Item 304 of Regulation S-K dated July 24, 1997. 9
6
<PAGE>
[LETTERHEAD]
July 18, 1997
SENT VIA FACSIMILE
Mr. Peter R. DeGeorge
Chairman & Chief Executive Officer
DeGeorge Financial Corporation
99 Realty Drive
Cheshire, CT 06410
Dear Mr. DeGeorge:
This is to confirm that the client - auditor relationship between DeGeorge
Financial Corporation (Commission File Number 0-20832) and Price Waterhouse LLP
has ceased.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
<PAGE>
For further information contact:
Mr. Salvatore A. Bucci
Senior Vice President and Chief Financial Officer
DeGeorge Financial Corporation
(203) 699-3407
FOR IMMEDIATE RELEASE
July 21, 1997
CHESHIRE, CONNECTICUT - DeGeorge Financial Corporation (NASDAQ NMS:DEGE)
announced today that its client - auditor relationship with its independent
accountants, Price Waterhouse LLP, has ceased. Price Waterhouse had issued
unqualified opinions for all periods presented in the Company's 1996 Form 10-K
Annual Report and has indicated no current disagreements with the Company
regarding accounting practices or procedures.
"Price Waterhouse has been the Company's accountants for 25 years," said
Salvatore A. Bucci, Senior Vice President and Chief Financial Officer. "It is
disappointing to end this relationship; though, we look forward to establishing
a new relationship with another top-tier accounting firm. In this regard, Price
Waterhouse has pledged their full support."
8
<PAGE>
[LETTERHEAD]
July 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
DEGEORGE FINANCIAL CORPORATION
We have read Item 4 of DeGeorge Financial Corporation's Form 8-K dated July 18,
1997 and are in agreement with the statements contained therein.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
