SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 1997
FAC REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
1-11998 56-1819372
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
11000 Regency Parkway 27511
Suite 300 (ZIP CODE)
Cary, North Carolina
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(919) 462-8787
(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 September 4, 1997, FAC Realty, Inc. (the
"Company") notified Ernst & Young LLP ("E&Y") of its
decision to replace E&Y as its independent
accountants. The action was approved by the Company's
Board of Directors. The Company replaced E&Y after
reviewing proposals from major accounting firms,
including E&Y.
(ii) E&Y's reports on the Company's financial statements
for the 1995 and 1996 fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) During the 1995 and 1996 fiscal years and the
subsequent interim period from January 1, 1997 to
September 4, 1997, (A) there were no disagreements
with E&Y 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 E&Y, would have
caused E&Y to make a reference to the subject matter
of the disagreements in connection with its reports
on the financial statements for such years, and (B)
there were no reportable events as described in Item
304 of Regulation S-K.
(iv) The Company provided E&Y with a copy of this report
no later than the date this report was filed with the
Securities and Exchange Commission and has requested
that E&Y furnish it with the letter described in Item
304(a)(3) of Regulation S-K. A copy of the letter
from E&Y to the Securities and Exchange Commission
described in Item 304(a)(3) of Regulation S-K is
filed as Exhibit 16.1 hereto.
(B) NEW INDEPENDENT ACCOUNTANTS
(i) The Company has engaged Arthur Andersen LLP ("Arthur
Andersen") as the Company's principal accountants to
audit the Company's financial statements as of and
for the year ending December 31, 1997. The action was
approved by the Company's Board of Directors. Neither
the Company nor anyone on its behalf has consulted
with Arthur Andersen regarding (A) 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 Company's
financial statements, or (B) any matter that was
either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K) or a reportable
event (as described in Item 304(a)(1)(v) of
Regulation S-K).
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
16.1 Letter from Ernst & Young LLP to the Securities and
Exchange Commission dated September 9, 1997.
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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 thereunto duly authorized.
FAC REALTY, INC.
/s/ Patrick M. Miniutti
Patrick M. Miniutti
Executive Vice President and
Chief Financial Officer
Date: September 9, 1997
Ernst & Young LLP Suite 700
3200 Beechleaf Court 27604-1064
P.O. Box 40789
Raleigh, North Carolina 27629-0789
September 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 9, 1997, of FAC Realty, Inc.
and are in agreement with the statements contained in subparagraph (a) therein.
We have no basis to agree or disagree with other statements of the registrant
contained therein.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
