SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): OCTOBER 14, 1996
PAN AM CORPORATION
(F/K/A FROST HANNA MERGERS GROUP, INC.)
9300 N.W. 36TH STREET, MIAMI, FLORIDA 33178
305-873-6039
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Incorporation under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 0-23444 65-0450311
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 23, 1996, Pan Am Corporation, a Florida corporation
formerly known as "Frost Hanna Mergers Group, Inc." (the "Registrant"),
consummated a business combination (the "Business Combination") with Pan
American World Airways, Inc., a Florida corporation ("PAWA"), pursuant to an
Acquisition Agreement, dated March 13, 1996, among the Registrant, PAWA and PA
Acquisition Corporation, a Florida corporation and a wholly-owned subsidiary of
the Registrant ("Acquisition Sub"), and an Agreement and Plan of Merger, dated
September 23, 1996 among the Registrant, PAWA and Acquisition Sub (collectively
the "Merger Agreement"). Pursuant to the Merger Agreement, Acquisition Sub
merged with and into PAWA (the "Merger"), as a result of which PAWA became a
wholly-owned subsidiary of the Registrant.
On October 14, 1996, Deloitte & Touche LLP, the certified independent
public accountants of PAWA, were appointed by the Registrant's Audit Committee
of the Board of Directors as the independent certified public accountants of the
Registrant replacing Arthur Andersen LLP who were dismissed on that date. The
change in accountants was prompted solely by the Merger. During the Registrant's
fiscal years ended December 31, 1995 and December 31, 1994 and the subsequent
interim period preceding the change in accountants, there were no disagreements
with Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would
have caused Arthur Andersen LLP to make reference to the subject matter of the
disagreements in connection with its reports. Further, during the Registrant's
fiscal years ended December 31, 1995 and December 31, 1994, none of the reports
of Arthur Andersen LLP contained an adverse opinion or disclaimer of opinion, or
was modified as to uncertainity, audit scope, or accounting principles.
The Registrant has authorized Arthur Andersen LLP to respond fully to
the inquiries of Deloitte & Touche LLP or any other successor accountants
concerning the subject matter described in the foregoing paragraph. The
Registrant has requested Arthur Andersen LLP furnish the Registrant with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the foregoing statements. This letter is filed as an exhibit to this
Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PAN AM CORPORATION
By: /s/ JOHN J. OGILBY, JR.
-----------------------------
John J. Ogilby, Jr.
Secretary
Dated: October 24, 1996
EXHIBIT 99.2
October 24, 1996 Arthur Andersen LLP
Office of the Chief Accountant Suite 1470
SECPS Letter File One Biscayne Tower
Securities and Exchange Commission Miami, FL 33131 1801
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the second paragraph of Item 4 included in the attached Form 8-K/A
dated October 14, 1996 of Pan Am Corporation (f/k/a Frost Hanna Mergers Group,
Inc.) to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By
Donald A. Denkhaus
