UNITED STATES
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
Date of report (Date of earliest event reported) April 23, 2001
21st Century Insurance Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
California 0-6964 95-1935264
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO)
6301 Owensmouth Avenue
Woodland Hills, California 91367
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (818) 704-3700
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Accounting Firm.
(i) On April 23, 2001, the registrant dismissed Ernst & Young LLP (the
"principal accountant") as its independent accountant upon completion of the
review of Form 10-Q for the registrant's quarter ended March 31, 2001.
(ii) None of the principal accountant's reports on the financial
statements of the registrant for the registrant's two most recent fiscal years
contained an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change independent accountants was recommended by
the audit committee and approved by the board of directors of the registrant.
(iv) During the preceding two fiscal years and any subsequent interim
period preceding the dismissal of the principal accountant, the registrant had
no disagreements with the principal accountant 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 the
principal accountant, would have caused the principal accountant to make
reference to the subject matter of the disagreements in connection with the
principal accountant's reports.
(v) None of the reportable events listed in paragraphs (a)(1)(v)(A)-(D)
of Item 304 of Regulation S-K occurred during the two most recent fiscal years
and any subsequent interim periods preceding the dismissal of the principal
accountant.
(vi) The registrant requested that the principal accountant furnish a
letter stating whether or not the principal accountants agree with the above
statements. A copy of this letter, dated April 26, 2001, is filed as Exhibit
16.1 to this Form 8-K.
(b) Engagement of New Independent Accountants.
(i) On April 26, 2001, the registrant formally engaged
PricewaterhouseCoopers LLP (the "new independent accountant")
to audit the registrant's financial statements. The new
independent accountant was not consulted on any matter
described in Item 304(a)(2) of Regulation S-K during the
registrant's two most recent fiscal years and subsequent
interim periods preceding the engagement of the new
independent accountant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit Description
- ------- -----------
16.1 Letter from Ernst & Young LLP regarding its concurrence with
the registrant's statement regarding change of accountants.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
21ST CENTURY INSURANCE GROUP, INC.
----------------------------------
(Registrant)
Date: April 27, 2001 By: /s/ Douglas K. Howell
---------------------------------
Douglas K. Howell, Chief
Financial Officer
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