-----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, WT87QU6C3LaHUxSyrB3hTbbti8NFvMfbJHEg+ltDE3epwzEkl+55lfyLfFwk92Ue HYo8rAxrJ7skZaxaG8Q7Xw== 0000889812-96-001878.txt : 19961209 0000889812-96-001878.hdr.sgml : 19961209 ACCESSION NUMBER: 0000889812-96-001878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961202 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 96676763 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2122461000 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 8-K 1 CURRENT REPORT 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 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 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 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 EXHIBIT INDEX Exhibit No. Description Page No. 16.1 Letter of BDO Seidman LLP, dated December 4, 1996 6 Page 5 of 6 Pages EX-16.1 2 LETTER OF BDO SEIDMAN LLP [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 -----END PRIVACY-ENHANCED MESSAGE-----