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
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Date of report (Date of earliest event reported)
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June 3, 2022 (
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01. |
Changes in Registrant’s Certifying Accountant.
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Atlantic American Corporation (the “Company”) was notified that, effective June 1, 2022, Dixon Hughes Goodman LLP (“DHG”), the Company’s independent registered public
accounting firm, completed its previously announced merger with BKD, LLP (“BKD”). Following the merger, the combined firm now operates under the name FORVIS, LLP (“FORVIS”).
The audit report of DHG on the consolidated financial statements of the Company as of and for the years ended December 31, 2021 and 2020 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.
During the Company’s fiscal years ended December 31, 2021 and 2020 and the subsequent period through the date of this Current Report on Form 8-K, there were (i) no
disagreements (as such term is used in Item 304(a)(1)(iv) of Regulation S-K) between the Company and DHG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement(s),
if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreement(s) in connection with its report on the Company’s consolidated financial statements and (ii) no reportable events within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the Company’s fiscal years ended December 31, 2021 and 2020 and the subsequent period through the date of this Current Report on Form 8-K,
neither the Company nor anyone on its behalf consulted BKD regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BKD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as such terms are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).
The Company has provided FORVIS, as successor to DHG, a copy of the disclosures in this Current Report on Form 8-K, and has requested that FORVIS furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or not FORVIS agrees with the Company’s statements herein. A copy of the letter dated June 3, 2022 furnished by FORVIS in response to such request is filed as Exhibit 16.1
to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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Letter from FORVIS, LLP dated June 3, 2022.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ J. Ross Franklin
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J. Ross Franklin
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Vice President, Chief Financial Officer and Secretary
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Date: June 3, 2022
Exhibit 16.1
June 3, 2022
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated June 3, 2022 of Atlantic American Corporation and are in agreement with the statements therein concerning Dixon Hughes
Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ FORVIS, LLP (formerly, Dixon Hughes Goodman LLP)
Atlanta, Georgia