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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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December 2, 1996
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Date of Report (Date of Earliest Event Reported)
FINANCIAL SERVICES ACQUISITION
CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Two World Trade Center
New York, New York
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(Address of Principal Executive Offices)
10048
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(Zip Code)
(212) 748-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed
Since Last Report)
Page 1 of 6 Pages
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This Amendment No. 1 on Form 8-K/A amends and restates in its entirety
the Current Report on Form 8-K, dated December 2, 1996 (and filed December 6,
1996), of Financial Services Acquisition Corporation ("FSAC").
Item 4. Changes in Registrant's Certifying Accountant
On December 2, 1996, Financial Services Acquisition Corporation (the
"Registrant") engaged Price Waterhouse LLP ("Price Waterhouse") as its
independent accountant and dismissed BDO Seidman, LLP ("BDO Seidman") as such
independent accountant. The change relates to Registrant's acquisition of Euro
Brokers Investment Corporation ("Euro Brokers") in a merger transaction (the
"Merger") that was consummated on August 16, 1996. Price Waterhouse has acted
as the independent accountant for Euro Brokers since 1986 (and for its
predecessor business prior to that time), and Euro Brokers and its subsidiaries
currently comprise substantially all of the Registrant's business and assets.
As a result, management of the Registrant believes Price Waterhouse is better
positioned, following the Merger, to act as its independent accountant.
The Board of Directors of the Registrant, including both members of
the Registrant's audit committee, approved the change in accountants at a
special meeting of the Board held on November 27, 1996. The engagement of Price
Waterhouse and the dismissal of BDO Seidman occurred on December 2, 1996.
During the period from August 18, 1994 (inception) to December 31,
1994, the year ended December 31, 1995 and the subsequent interim period up to
December 2, 1996, (i) there were no disagreements between the Registrant and
BDO Seidman on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of BDO Seidman, would have caused BDO Seidman
to make reference to the subject matter of the disagreement(s) in connection
with its report, and (ii) BDO Seidman has not advised the Registrant of any
reportable events described in paragraphs (A) through (D) of Item 304(a)(1)(v)
of Regulation S-K. The report of BDO Seidman on the financial statements of the
Registrant for the year ended December 31, 1995 and the period from August 18,
1994 (inception) to December 31, 1994 did not contain any adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
Pursuant to the requirements of Regulation S-K, the Registrant has
provided BDO Seidman with an opportunity to review the disclosures contained in
this Form 8-K and requested BDO Seidman to furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements contained herein. A copy of such letter, indicating
BDO Seidman's agreement with the disclosure in this Form 8-K/A, is attached
hereto as Exhibit 16.1.
Pursuant to the requirements of Regulation S-K, the Registrant has
also requested Price Waterhouse to review the disclosures contained in this
Form 8-K/A and provided Price Waterhouse with the opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its
Page 2 of 6 Pages
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views, or the respects in which it does not agree with any of the statements
made by the Registrant herein. Price Waterhouse has orally indicated to the
Registrant that it has no such information, clarification or disagreements and,
accordingly, will not be furnishing such a letter.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
16.1 Letter of BDO Seidman, LLP, dated December 13, 1996
Page 3 of 6 Pages
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SIGNATURE
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.
FINANCIAL SERVICES
ACQUISITION CORPORATION
By: /s/ Gilbert Scharf
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Name: Gilbert Scharf
Title: Chairman of the Board, President
and Chief Executive Officer
Date: December 13, 1996
Page 4 of 6 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
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16.1 Letter of BDO Seidman, LLP, dated December 13, 1996 6
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[Letterhead of BDO Seidman, LLP]
December 13, 1996
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K/A for
the event that occurred on December 2, 1996, to be filed by our former client
Financial Services Acquisition Corporation. We agree with the statements made
in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
