FORM 8-K AMENDMENT #1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 1996 CHANCELLOR CORPORATION (Exact Name of Registrant as specified in its charter Massachusetts 0-11663 04-2626079 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 745 Atlantic Avenue, Boston, Massachusetts 02111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 728-8500 N/A (Former name or former address, if changed since last report) Item 4. Change of Accountants. (1) On December 26, 1996 the Company's accountants, Deloitte & Touche LLP, advised the Company that the client-auditor relationship had ceased. (2) The independent accountant's reports of Deloitte & Touche LLP on the Company's consolidated financial statements for the years ended December 31, 1995 and 1994 each expressed an unqualified opinion and included emphasis paragraphs related to substantial doubt about the Company's ability to continue as a going concern. (3) The Company commenced soliciting bids from accountants in August, 1996 and expects to complete the selection process in the near future. (4) During the years ended December 31, 1995 and 1994, and the subsequent interim period through December 26, 1996 (the date of Deloitte & Touche LLP's resignation as the Company's independent accountants), there were no disagreements with Deloitte & Touche LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any "reportable events" with the accountants as described in Items 304(a)(1)(iv) and (v) of Regulation S-K. Item 7. Financial Statements, Pro Form Financial Information and Exhibits c) Exhibits 16. Letter from Deloitte & Touche LLP dated January 9, 1997 regarding change in certifying accountant. 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. CHANCELLOR CORPORATION By: /s/ John J. Powell John J. Powell President and Chief Executive Officer Exhibit Deloitte & Touche LLP [Graphic Symbol] 125 Summer St. Telephone: 617 261-8000 Boston, MA 02110-1617 Facsimile: 617 261-8111 January 9, 1997 Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We were previously engaged as independent certified public accountants for Chancellor Corporation. Our engagement as independent certified public accountants ceased on December 26, 1996. We have read Item 4 of the Company's Report on Form 8-K, Amendment No. 1 (the "Form 8-K"), dated December 26, 1996 and have the following comments: 1. We agree with the statements made in paragraphs numbered (1), (2) and (4). 2. We have no basis of agreeing or disagreeing with the statements made in paragraph numbered (3). Yours truly, /s/ Deloitte & Touche LLP Deloitte Touche Tohmatsu International