-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhnhQ0Y5vahzZxHJHFcMsrb5SJd9hn24z4A7NThXgO+AcEHBKV6pkvJ9mj8eMY34 GLoa9CXXcEvN2y0haO1rNw== 0000950144-96-004120.txt : 19960711 0000950144-96-004120.hdr.sgml : 19960711 ACCESSION NUMBER: 0000950144-96-004120 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960425 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960710 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA NATIONAL BANCORPORATION CENTRAL INDEX KEY: 0000926966 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 631114426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25160 FILM NUMBER: 96592813 BUSINESS ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2055833600 MAIL ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH STREET 2: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 8-K/A 1 ALABAMA NATIONAL BANCORPORATION FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 25, 1996 Alabama National BanCorporation ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-25160 63-1114426 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 1927 First Avenue North Birmingham, Alabama 35209 ---------------------------------------- (Address of Principal Executive Offices) (205) 583-3600 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Page 1 of 4 Pages Index to Exhibits on Page 2 2 ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On April 25, 1996, the Board of Directors of the Registrant, upon the recommendation of its Audit Committee, approved the engagement of Coopers & Lybrand LLP as its independent auditors for the year ending December 31, 1996. Coopers & Lybrand LLP had served as the independent auditors for Registrant's predecessor, National Commerce Corporation and subsidiaries (collectively "NCC") for each of the years ended December 31, 1994, 1993, 1992 and 1991, and was serving as the independent auditor of NCC in 1995, when their engagement ended on the effective date of the Merger of NCC and its subsidiary, Commerce Bankshares, Inc., into the Registrant, effective December 29, 1995 (the "Merger"). The Registrant had engaged Ernst & Young LLP as its independent auditors for the years ended December 31, 1995, 1994 and 1993. Ernst & Young LLP expressed its unqualified opinion as to the consolidated financial statements of the Registrant and its subsidiaries for each of those years in its report dated February 29, 1996. Because the Merger resulted in a change of control, the consolidated financial statements of the Registrant for the years prior to 1996 include only the results of operations of NCC. Accordingly, the report of Ernst & Young LLP, dated February 29, 1996, with respect to the Registrant's consolidated financial statements referenced the unqualified opinion of Coopers & Lybrand LLP, dated January 27, 1995, with respect to the consolidated statement of condition of the Registrant (formerly reported as NCC) for the year ended December 31, 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the two years ended December 31, 1994. During the period from January 1, 1996 until the date of this report and the years ended December 31, 1995 and 1994, there were no disagreements between the Registrant and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Ernst & Young LLP would have caused it to make reference to the subject matter of the disagreement in its report. The Registrant retained Coopers & Lybrand LLP to audit the separate 1995 financial statements of the Registrant's wholly-owned subsidiary, NBC Securities, Inc., a registered broker-dealer. ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
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2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Alabama National BanCorporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALABAMA NATIONAL BANCORPORATION By: /s/ Frank W. Whitehead ------------------------------ Frank W. Whitehead Executive Vice President and Chief Financial Officer Date: July 5, 1996 3 EX-16 2 ERNST & YOUNG LETTER 1 EXHIBIT 16 July 5, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Amendment No. 1 Form 8-K/A dated July 5, 1996 to Form 8-K dated April 25, 1996, of Alabama National BanCorporation and are in agreement with the statements contained in the second, third and fourth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP 4 -----END PRIVACY-ENHANCED MESSAGE-----