-----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, TH/+ag1hScjbV3ZJtvbl3JYHna3eY7a3BEIuoZkm2S666Cohn7XxyJclvFknyf38 0BOxpOsc1wrAHOTQB9sJmw== 0000895813-98-000105.txt : 19980420 0000895813-98-000105.hdr.sgml : 19980420 ACCESSION NUMBER: 0000895813-98-000105 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980409 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980417 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COUNTRY HOLDINGS INC CENTRAL INDEX KEY: 0000315411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 060995978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-22922 FILM NUMBER: 98596607 BUSINESS ADDRESS: STREET 1: 222 N LASALLE STREET STREET 2: C/O JOHN DE ELORZA CITY: CHICAGO STATE: IL ZIP: 60601-1105 BUSINESS PHONE: 3124562000 MAIL ADDRESS: STREET 1: 222 N LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60601-1105 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN SYSTEMS CORP DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN TRANSMEDIA CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VIGILANCE SYSTEMS CORP DATE OF NAME CHANGE: 19920202 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 17, 1998 -------------- AMERICAN COUNTRY HOLDINGS INC. - ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22922 06-0995978 - ---------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction) File Number) Identification No.) 222 N. LaSalle Street, Chicago, Illinois 60601-1105 - ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 456-2000 --------------- 2 AMENDMENT TO CURRENT REPORT ON FORM 8-K/A FILED APRIL 9, 1998 This amendment to the Registrant's Current Report on Form 8-K filed on January 22, 1998 (the "Original Report") and the Registrant's Current Report on Form 8-K/A (the "Amended Report"), is being filed (i) to supplement the disclosure included in Item 4 of the Original Report and clarify the disclosure included in Item 4 of the Amended Report with respect to the Registrant's change of accountant now that the accountant has completed its report with respect to the Registrant's 1997 and 1996 financial statements, and(ii) to file as Exhibit 16.1 to Item 7 of this Report, a letter from Ernst & Young LLP, the Registrant's former independent accountant, stating that it agrees with the statements made by the Registrant in Item 4 of this Report. Item 4. Changes in Registrant's Certifying Accountant Ernst & Young LLP ("E&Y") was engaged on July 29, 1997, as American Country Holdings Inc.'s (the "Company") principal accountant to audit the Company's financial statements for the two most recent fiscal years ended December 31, 1997 and 1996. The report of E&Y with respect to the Company's financial statements for the Company's two most recent fiscal years ended December 31, 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The Company had no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure during the Company's two most recent fiscal years ended December 31, 1997 and 1996, and for the period from December 31, 1997 through April 9, 1998, the day on which E&Y notified the Securities and Exchange Commission that its engagement was complete. E&Y had been engaged as the Company's principal accountant in July of 1997 when the Company acquired American Country Insurance Company, for which E&Y had served as principal accountant. Upon the recommendation of the Company's Board of Directors, Coopers & Lybrand LLC has been engaged to audit the Company's financial statements for the fiscal year ended December 31, 1998. Coopers & Lybrand LLC was engaged by the Company on January 22, 1998 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 16.1 Letter of Ernst & Young LLP dated April 17, 1998 regarding its concurrence with the statements made by Registrant in Item 4 of this Report. 3 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. AMERICAN COUNTRY HOLDINGS INC. (Registrant) /s/ James P. Byrne Date: April 17, 1998 By: -------------------------------- James P. Byrne Treasurer, Chief Financial Officer EX-16 2 Exhibit 16.1 LETTERHEAD OF ERNST & YOUNG LLP April 17, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4 of Form 8-K/A dated April 17, 1998 of American Country Holdings Inc. and are in agreement with the statements contained in the first paragraph on page 2 therein. We have no basis to agree or disagree with other statements of the Registrant contained therein. ERNST & YOUNG LLP Chicago, Illinois April 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----