-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, p+gBPHOmHIc249zlQdkXLAcrYh6//GbczuvRAvTs7d4rj+j+mTlPIuHyJrtzIOk7 LHpSgMVl2nGidykBMUA6rA== 0000950134-94-001138.txt : 19940930 0000950134-94-001138.hdr.sgml : 19940930 ACCESSION NUMBER: 0000950134-94-001138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940923 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940927 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCTEXAS GROUP INC CENTRAL INDEX KEY: 0000310979 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 751604965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08230 FILM NUMBER: 94550481 BUSINESS ADDRESS: STREET 1: 13747 MONTFORT CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147014700 MAIL ADDRESS: STREET 1: BANCTEXAS GROUP INC STREET 2: 9605 ABRAMS ROAD CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCE SOUTHWEST INC DATE OF NAME CHANGE: 19820831 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________ FORM 8-K DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 23, 1994 BANCTEXAS GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-8937 75-1604965 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) P.O. BOX 802527 75380-2527 DALLAS, TEXAS (Zip Code) (Address of principal executive offices)
(214) 701-4700 (Registrant's telephone number, including area code) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On September 23, 1994, BancTEXAS Group Inc. (the "Company") engaged the accounting firm of KPMG Peat Marwick LLP ("Peat Marwick") to audit the Company's financial statements for the fiscal year ended December 31, 1994 to replace the firm of Deloitte & Touche LLP ("Deloitte & Touche"), which has been the principal independent accountant for the Company's certified financial statements since 1987. In connection with the audits of the last two fiscal years, ended December 31, 1993, and the subsequent interim periods preceding the appointment of Peat Marwick, there were no disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Deloitte & Touche would have caused that firm to make reference to the subject matter of the disagreement in connection with its reports. As a result of the completion of a private placement on August 31, 1994, in which the Company sold 37.5 million shares of its Class B Common Stock to First Banks, Inc. (a bank holding company headquartered in St. Louis, Missouri) for $30 million and First Banks, Inc. thereby acquired the right to vote securities of the Company equal to 65% of all of its outstanding voting securities, and the fact that Peat Marwick has for several years served as independent certifying accountant for First Banks, Inc. and all of its subsidiaries, the Company requested both Deloitte & Touche and Peat Marwick to submit bids and proposals to do the necessary accounting and auditing work for 1994. After review and consideration, Deloitte & Touche determined that it did not desire to submit such a bid and declined to stand for reappointment as independent certifying accountant, stating that it did not believe that it was in a position to submit a proposal which would be competitive economically, in light of the expected consolidation of many of the Company's operational functions into the comparable operations of First Banks, Inc. After reviewing the bid and proposal submitted by Peat Marwick, the Audit Committee of the Board of Directors recommended that Peat Marwick be selected as auditor for the Company's financial statements for the fiscal year ending December 31, 1994, and the Board of Directors unanimously approved that recommendation on September 23, 1994. Deloitte & Touche's report on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and was not qualified as to uncertainty, audit scope or accounting principles. The Company has requested that Deloitte & Touche furnish it with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of Deloitte & Touche's letter dated September 26, 1994 is filed as Exhibit 16 to this Report. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit No. Description ----------- ----------- 16 Letter from Deloitte & Touche dated September 26, 1994
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. BancTEXAS Group Inc. (Registrant) Date: September 26, 1994 By: /s/ Richard H. Braucher -------------------------------- Richard H. Braucher Senior Vice President, Secretary and General Counsel EX-16 2 DELOITTE & TOUCHE LETTER DATED 9/26/94 1 EXHIBIT 16 Deloitte & Touche LLP - - - ------------- ------------------------------------------- (LOGO) Suite 1600 Telephone: (214) 777-7000 Texas Commerce Tower 2200 Ross Avenue Dallas, Texas 75201-6778 September 26, 1994 Securities and Exchange Commission Mail Stop 9-5 450 5th Street N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of BancTEXAS Group, Inc. dated September 26, 1994. Yours truly, /s/ DELOITTE & TOUCHE LLP - - - --------------- Deloitte Touche Tohmatsu International - - - --------------- -----END PRIVACY-ENHANCED MESSAGE-----