As filed with the Securities and Exchange Commission on: April 3, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 14, 1997
PROFESSIONAL BENEFITS INSURANCE COMPANY
(Exact name of small business issuer as specified in its charter)
TEXAS 0-22344 74-2072535
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
10835 ROCKLEY, HOUSTON, TEXAS 77099 (281) 561-9919
(Address of Principal Executive Offices) (Zip Code) (Registrant's telephone
number, including area
code)
Page 1 of 3 Pages
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
(i) On February 14, 1997, Professional Benefits Insurance Company
(the "Company") dismissed Baird, Kurtz & Dobson as its
independent accountants effective February 14, 1997.
(ii) There were no adverse opinions, disclaimer of opinions, or
modification of opinions as to uncertainty, audit scopes or
accounting principles issued by such accountant for the two
most recent fiscal years or any later interim period.
(iii) The Company's board of directors approved the decision to
change independent accountants.
(iv) During the two most recent fiscal years or any later interim
period, there were no disagreements with the former accountant
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
(v) During the two most recent fiscal years or any later interim
period, there have been none of the kinds of events described
in Regulation S-B, Item 304(a)(1)(iv)(B).
(vi) The Company has requested that Baird, Kurtz & Dobson furnish
it with a letter addressed to the Commission stating whether
or not it agrees with the above statements. A copy of such
letter is filed as Exhibit 16 to this Form 8-K/A.
(b) New independent accountants.
(i) On February 17, 1997, the Company engaged Causon & Westhoff as
its new independent accountants for the fiscal year ended
December 31, 1996.
(ii) During the two most recent fiscal years or any later interim
period, the Company did not engage or consult with Causon &
Westhoff regarding the matters described in Regulation S-B,
Item 304(a)(2), but did discuss with Causon & Westhoff its
engagement fees and standard engagement terms for serving as
the Company's auditors.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following materials are filed as exhibits to this Current Report on
Form 8-K/A:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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16 Letter from Baird, Kurtz & Dobson
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.
PROFESSIONAL BENEFITS
INSURANCE COMPANY
By: /s/ JERRY O. RAY
Jerry O. Ray
President
Dated: April 3, 1997
EXHIBIT 16
[LETTERHEAD OF BAIRD, KURTZ & DOBSON]
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Professional Benefits Insurance
Company and on March 8, 1996, we reported on the financial statements of
Professional Benefits Insurance Company (PBIC) as of and for the years ended
December 31, 1995 and 1994. On February 14, 1997, we were dismissed as principal
accountants of PBIC. We have read PBIC's statements included under Item 4 of its
Form 8-K for February 14, 1997, and under Item 4 of its Form 8-K/A (also dated
February 14, 1997), and we agree with such statements.
/s/ BAIRD KURTZ & DOBSON
Tulsa, Oklahoma
April 2, 1997
