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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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): August 30, 2006 (August 24, 2006)

 

 

ALFA CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

Delaware		0-11773		63-0838024
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
2108 East South Boulevard P.O. Box 11000, Montgomery, Alabama				36191-0001
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (334) 288-3900

 

N/A

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(Former name or former address, if changed since last report)

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 4.01 Changes in Registrant’s Certifying Accountant

 

The Audit Committee of the Board of Directors of Alfa Corporation (the “Company”) annually considers the selection of the Company’s independent registered public accountants. On August 28, 2006, the Company notified KPMG LLP (KPMG) that the Company’s Audit Committee, on August 24, 2006, decided not to renew the engagement of its independent registered public accountants, KPMG, and selected PricewaterhouseCoopers LLP (PwC) to serve as the Company’s independent registered public accountants for the remainder of 2006.

 

The audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

In connection with the audits of the two fiscal years ended December 31, 2005 and 2004 and the subsequent interim period through August 24, 2006, there were no: (1) disagreements with KPMG 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 KPMG would have caused it to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events.

 

The Audit Committee of the Board of Directors of the Company has authorized KPMG to respond fully to the inquiries of PwC, the successor auditor, and the Company will notify KPMG of the authorization when appropriate.

 

The Company provided KPMG with a copy of the foregoing disclosure. The Company has requested a letter from KPMG stating its agreement with those statements. This letter of agreement has been provided by KPMG and the letter has been furnished in the index of this Form 8-K.

 

 

During the years ended December 31, 2005 and 2004 and the subsequent interim period through August 24, 2006, the Company did not consult with PricewaterhouseCoopers regarding either (1) 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 consolidated financial statements or (2) the subject matter of a disagreement or reportable event as defined in Item 304(a)(1)(iv) and (v).

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Description of Document
16.1		Letter re Change in Certifying Accountant

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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 hereto duly authorized.

 

Dated: August 30, 2006