SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 4, 1996
NCF FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 0-26510 61-1285330
(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
119 E. Stephen Foster Avenue, Bardstown, Kentucky 40004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 348-9278
Not Applicable
(Former name or former address, if changed since last Report)
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NCF FINANCIAL CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
Item 4. Changes in Registrant's Certifying Accountants
NCF Financial Corporation (the "Company") has determined to discontinue
the engagement of Crisp Hughes & Co., LLP ("Crisp Hughes"), its independent
auditors. The Company notified Crisp Hughes, in writing, of such action on June
4, 1996. Concurrent with this decision, the Company's Board of Directors
determined that it will engage Whalen, Doerr, Pike & Pawley as the Company's
auditors for the year ending June 30, 1996. The determination to replace Crisp
Hughes was approved by the full Board of Directors of the Company and was not
due to any disagreements with Crisp Hughes as to any matters of accounting
policies, procedures or practices or with respect to financial statement
disclosure. Crisp Hughes' report on the financial statements for the two most
recent years did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles. Crisp Hughes was retained by the Company in March 1995,
however, Crisp Hughes has audited the Company's financial statements covering
the two most recent completed fiscal years.
During the two most recent fiscal years and the subsequent interim period
through June 4, 1996, there were no disagreements with Crisp Hughes on any
matter of accounting principals or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Crisp Hughes, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.
During the Company's two most recent fiscal years and the subsequent
interim period through June 4, 1996, Crisp Hughes did not advise the Company of
any of the following:
(A) that the internal controls necessary for the Company to
develop reliable financial statements did not exist;
(B) that information had come to Crisp Hughes' attention that had led it
to no longer be able to rely on management's representations, or that made it
unwilling to be associated with the financial statements prepared by management;
(C)(1) of the need to expand significantly the scope of the Company's
audit, or that information had come to Crisp Hughes' attention during such time
period that if further investigated might (i) materially impact the fairness or
reliability of either: a previously issued audit report or the underlying
financial statements, or the 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 it to be unwilling to rely on management's representations or be
associated with the Company's financial statements, and
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(2) that due to Crisp Hughes' disengagement, or for another reason, Crisp
Hughes did not so expand the scope of its audit or conduct such further
investigation; or
(D)(1) that information had come to Crisp Hughes' attention that it had
concluded materially impacted the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the 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, unless resolved to Crisp Hughes'
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements), and
(2) due to Crisp Hughes' disengagement, or for any other reason, the issue
has not been resolved to Crisp Hughes' satisfaction prior to its resignation.
Crisp Hughes has been requested by the Company to review this disclosure
and furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether they agree with the statements made by the Company
with respect to Crisp Hughes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
Exhibit No. 16 - Letter re change in certifying accountant
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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, thereunto duly authorized.
NCF FINANCIAL CORPORATION
Date: July 5, 1996 By: /s/ Dan R. Biggs
Dan R. Biggs
Vice President
EXHIBIT 16
LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT
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July 3, 1996
The Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Nelson County Federal Savings &
Loan Association and on August 17, 1995, we reported on the consolidated
financial statements of Nelson County Federal Savings & Loan Association and
Subsidiary ("Association") as of and for the two years ending June 30, 1995. On
June 4, 1996, we were dismissed as principal accountants of the Association. We
have read the Association's statements included under Item 4 of NCF Financial
Corporation's Amendment No. 1 to Form 8-K filed July 5, 1996, and we agree with
such statements. It is our understanding that this letter will be filed as an
Exhibit to the Amendment No. 1 to Form 8-K.
Very truly yours,
CRISP HUGHES & CO., L.L.P.
/s/ Timothy A. Kelley
Timothy A. Kelley, Partner
