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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
MARCH 23, 2000
Date of Report (Date of earliest event reported)
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21786 57-0962375
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
7909 PARKLANE ROAD, COLUMBIA, SOUTH CAROLINA 29223
(Address of principal executive offices) (Zip Code)
803-741-3000
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On March 23, 2000, Resource Bancshares Mortgage Group,
Inc. ("RBMG") dismissed PricewaterhouseCoopers LLP as its independent
accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the
financial statements for the past two years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
(iii) The audit committee of RBMG's board of directors
recommended the decision to change independent accountants and its
recommendation was approved by RBMG's board of directors.
(iv) During the two most recent fiscal years and through March
23, 2000, there have been no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure that, if not
resolved to the satisfaction of PricewaterhouseCoopers LLP, would have
caused PricewaterhouseCoopers LLP to make reference to the subject
matter of the disagreement in connection with its report.
(v) During the two most recent fiscal years and through March
23, 2000, there have been no "reportable events" as defined in
Regulation S-K Item 304(a)(1)(v).
(vi) On March 23, 2000, RBMG provided a copy of this
disclosure to PricewaterhouseCoopers LLP and requested that
PricewaterhouseCoopers LLP provide a letter addressed to the Commission
stating whether or not it agrees with the above statements. A copy of
that letter dated March 23, 2000 is filed as Exhibit 16 to this Form
8-K.
(b) New independent accountants
On March 28, 2000, RBMG engaged Ernst & Young LLP as its
independent accountants. Neither RBMG nor anyone on its behalf has
consulted with Ernst & Young LLP regarding (1) either 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 or (2) any matter that was either the
subject of a disagreement or reportable
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event with PricewaterhouseCoopers LLP as described in Regulation S-K Item
304(a).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16 Letter from PricewaterhouseCoopers LLP regarding
change in certifying accountant
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SIGNATURE
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.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
(Registrant)
Date: March 28, 2000 /s/ Douglas K. Freeman
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Douglas K. Freeman
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant
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Exhibit 16
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Resource Bancshares Mortgage Group,
Inc. (copy attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K dated March 23, 2000. We agree with the
statements concerning our Firm in such Form 8-K.
Yours truly,
/s/ PricewaterhouseCoopers LLP
Columbia, South Carolina
March 23, 2000
