<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
----------------
December 2, 1996
Date of Report (Date of Earliest Event Reported)
FINANCIAL SERVICES ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Two World Trade Center
New York, New York
(Address of Principal Executive Offices)
10048
(Zip Code)
(212) 748-7000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 6 Pages
<PAGE>
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
through September 30, 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, 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 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 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.
Page 2 of 6 Pages
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
16.1 Letter of BDO Seidman LLP, dated December 4, 1996
Page 3 of 6 Pages
<PAGE>
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
----------------------
Name: Gilbert Scharf
Title: Chairman of the Board,
President and Chief Executive Officer
Date: December 6, 1996
Page 4 of 6 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
16.1 Letter of BDO Seidman LLP, dated December 4, 1996 6
Page 5 of 6 Pages
<PAGE>
[Letterhead of BDO Seidman, LLP]
December 4, 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 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
Page 6 of 6 Pages
