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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 25, 1996
Alabama National BanCorporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25160 63-1114426
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(Commission File Number) (I.R.S. Employer Identification No.)
1927 First Avenue North
Birmingham, Alabama 35209
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(Address of Principal Executive Offices)
(205) 583-3600
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(Registrant's Telephone Number, Including Area Code)
Page 1 of 4 Pages
Index to Exhibits on Page 2
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 25, 1996, the Board of Directors of the Registrant, upon the
recommendation of its Audit Committee, approved the engagement of Coopers &
Lybrand LLP as its independent auditors for the year ending December 31, 1996.
Coopers & Lybrand LLP had served as the independent auditors for Registrant's
predecessor, National Commerce Corporation and subsidiaries (collectively
"NCC") for each of the years ended December 31, 1994, 1993, 1992 and 1991, and
was serving as the independent auditor of NCC in 1995, when their engagement
ended on the effective date of the Merger of NCC and its subsidiary, Commerce
Bankshares, Inc., into the Registrant, effective December 29, 1995 (the
"Merger").
The Registrant had engaged Ernst & Young LLP as its independent
auditors for the years ended December 31, 1995, 1994 and 1993. Ernst & Young
LLP expressed its unqualified opinion as to the consolidated financial
statements of the Registrant and its subsidiaries for each of those years in
its report dated February 29, 1996.
Because the Merger resulted in a change of control, the consolidated
financial statements of the Registrant for the years prior to 1996 include only
the results of operations of NCC. Accordingly, the report of Ernst & Young LLP,
dated February 29, 1996, with respect to the Registrant's consolidated
financial statements referenced the unqualified opinion of Coopers & Lybrand
LLP, dated January 27, 1995, with respect to the consolidated statement of
condition of the Registrant (formerly reported as NCC) for the year ended
December 31, 1994, and the related consolidated statements of income, changes
in stockholders' equity and cash flows for each of the two years ended December
31, 1994.
During the period from January 1, 1996 until the date of this report
and the years ended December 31, 1995 and 1994, there were no disagreements
between the Registrant and Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Ernst &
Young LLP would have caused it to make reference to the subject matter of the
disagreement in its report.
The Registrant retained Coopers & Lybrand LLP to audit the separate
1995 financial statements of the Registrant's wholly-owned subsidiary, NBC
Securities, Inc., a registered broker-dealer.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
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Page
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<S> <C> <C>
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
16 -Letter from Ernst & Young LLP . . . . . . . . . . . . . . . . . . . 4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Alabama National BanCorporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALABAMA NATIONAL
BANCORPORATION
By: /s/ Frank W. Whitehead
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Frank W. Whitehead
Executive Vice President and
Chief Financial Officer
Date: July 5, 1996
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EXHIBIT 16
July 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Amendment No. 1 Form 8-K/A dated July 5, 1996 to Form
8-K dated April 25, 1996, of Alabama National BanCorporation and are in
agreement with the statements contained in the second, third and fourth
paragraphs on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
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