JAYHAWK ACCEPTANCE CORP
8-K, 1999-02-22
PERSONAL CREDIT INSTITUTIONS
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<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):  February 16, 1999

                        JAYHAWK ACCEPTANCE CORPORATION
            (Exact name of registrant as specified in its charter)

           Texas                        0-26410                75-2486444
(State or other jurisdiction          (Commission            (IRS Employer
of incorporation)                     File Number)        Identification No.)
 
 
              Bryan Tower
           2001 Bryan Street
               Suite 600
            Dallas, Texas                                       75201
(Address of principal executive offices)                      (ZIP Code)

       Registrant's telephone number, including area code (214) 754-1000
<PAGE>
 
Item 4.  Changes in Registrant's Certifying Accountant.

     On February 16, 1999, Ernst & Young LLP resigned as auditors of the
Company.

     The reports of Ernst & Young LLP on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to audit scope or accounting
principles. The reports of Ernst & Young LLP for each of the last two years were
modified as to uncertainty regarding the ability of the Company to continue as a
going concern.

     In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1997 and 1996, and in the
subsequent interim periods, there were no disagreements with Ernst & Young LLP
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
reference to the matter in their report. The Company has requested Ernst & Young
LLP to furnish it a letter addressed to the Commission stating whether it agrees
with the above statements. A copy of that letter, dated February 22, 1999 is
filed as Exhibit 16.1 to this Form 8-K.

     At the Company's February 4, 1999 Audit Committee meeting, Ernst & Young
LLP advised the Company of the need to expand the scope of its audit of the 1998
financial statements of the Company as a result of the cooperative advertising
program the Company adopted in 1998. The Audit Committee concurred but
questioned the estimated audit fee presented by Ernst & Young LLP. Ernst & Young
LLP's resignation occurred prior to their commencement of any substantive audit
procedures with respect to the Company's 1998 year end financial statements.

     The Company is currently in the process of searching for a new independent
public accountant.

Item 7.  Financial Statements and Exhibits

     Exhibits

     16.1  Letter re change in certifying accountant.
<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.

                                        JAYHAWK ACCEPTANCE CORPORATION


Date:  February 22, 1999                By: /s/ Douglas B. Theodore 
                                           ------------------------------------
                                               Douglas Theodore, President

<PAGE>
 
                                                                    Exhibit 16.1

February 22, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated February 16, 1999, of Jayhawk Acceptance
Corporation and are in agreement with the statements contained in the first four
paragraphs therein.  We have no basis to agree or disagree with the fifth
paragraph contained therein.

                                                /s/ ERNST & YOUNG LLP
                                                -----------------------
                                                Ernst & Young LLP


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