SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
AMMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report JULY 30, 1996
(Date of earliest event reported)
CENTRAL ILLINOIS FINANCIAL CO., INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
33-90342 37-1338484
(Commission File Number) (I.R.S. Employer
Identification Number)
100 WEST UNIVERSITY AVENUE, CHAMPAIGN, ILLINOIS 61820
(Address of principal executive offices) (Zip Code)
(217) 351-6500
(Registrant's telephone number, including area code)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On Tuesday, July 30, 1996, Central Illinois Financial Co., Inc., a Delaware
corporation (the "Company"), retained McGladrey & Pullen, LLP as its
independent auditors for the fiscal year ending December 31, 1996, to
replace KPMG Peat Marwick LLP, the current auditors of the Company. The
decision to engage McGladrey & Pullen, LLP was recommended and approved by
the Company's Audit Committee following receipt of proposals from various
auditing firms, at which time a determination was made that such decision
would likely result in the Company receiving quality services at a lower
cost with respect to its independent audit for the 1996 fiscal year.
The reports of KPMG Peat Marwick LLP on the Company's consolidated
financial statements for the years ended December 31, 1994 and December 31,
1995 did not contain an adverse opinion or a disclaimer of opinion, and the
report was not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1994 and December 31, 1995,
and in the subsequent interim period, there were no unresolved issues,
scope restrictions, unanswered questions or disagreements with KPMG Peat
Marwick LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of KPMG Peat Marwick LLP, would have caused KPMG Peat
Marwick LLP to make reference to the matter in their report.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1994 and December 31, 1995,
and the subsequent interim period:
(a) KPMG Peat Marwick LLP did not advise the Company that the
internal controls necessary for the Company to develop reliable
financial statements do not exist;
(b) KPMG Peat Marwick LLP did not advise the Company that information
had come to the attention of KPMG Peat Marwick LLP that had led
it to no longer be able to rely on the Company's management
representations, or that had made KPMG Peat Marwick LLP unwilling
to be associated with the financial statements prepared by the
Company's management;
(c) KPMG Peat Marwick LLP did not advise the Company that KPMG Peat
Marwick LLP would need to expand significantly the scope of its
audit, or that information had come to the attention of KPMG Peat
Marwick LLP during such time period that if further investigated
may (i) materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial
statements, or the
<PAGE>
financial statements issued or to be issued covering the fiscal
periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that
may prevent it from rendering an unqualified audit report on
those financial statements) or (ii) cause KPMG Peat Marwick LLP
to be unwilling to rely on the Company's management
representations or be associated with the Company's consolidated
financial statements; and
(d) KPMG Peat Marwick LLP did not advise the Company that information
had come to the attention of KPMG Peat Marwick LLP of the type
described in Subparagraph (c) above, the issue not being resolved
to the satisfaction of KPMG Peat Marwick LLP prior to its
dismissal.
The Company has requested KPMG Peat Marwick LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above
statements, a copy of which letter will be filed as an exhibit to an
amendment to this Form 8-K.
During the Company's fiscal years ended December 31, 1994 and December 31,
1995 and the subsequent period prior to engaging McGladrey & Pullen, LLP,
the Company (or anyone on the Company's behalf) did not consult McGladrey &
Pullen, LLP regarding:
(i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements; and as such no written report was provided to the
Company and no oral advice was provided that the new accountant
concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issue, or;
(ii) any matter that was either the subject of disagreement or a
reportable event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
(16) Letter of KPMG Peat Marwick LLP regarding change in
certifying accountant (to be filed by amendment).
<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.
CENTRAL ILLINOIS FINANCIAL CO., INC.
(Registrant)
Dated: August 9, 1996 /S/ DAVID B. WHITE
David B. White
Executive Vice President and
Chief Financial Officer
