GA FINANCIAL INC/PA
8-K, 1999-03-03
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      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) February 24, 1999

                              GA FINANCIAL, INC.
                              ------------------
            (Exact name of Registrant as specified in its Charter)

 Delaware                             1-14154                    25-1780835
- -----------                           -------                    ----------
(State or other)                  (Commission File             (IRS Employer
jurisdiction of                        Number)               Identification No.)
incorporation)



4750 Clairton Boulevard, Pittsburgh, Pennsylvania          15236
- -------------------------------------------------          -----
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:  (412) 882-9946
                                                     --------------





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Item 4.   Changes in Registrant's Certifying Accountant
          ---------------------------------------------


          (b)   PricewaterhouseCoopers LLP has  been the principal   accountants
                for  GA Financial, Inc.  (the "Company").  On February 24, 1999,
                the Company engaged  KPMG LLP, as  its  principal  accountant to
                audit the  Company's consolidated financial  statements  for the
                fiscal  year  ended  December 31, 1999.  The  decision to change
                accountants was recommended by the audit  committee and approved
                by the Company's Board  of  Directors.  In connection  with  the
                audits  of the two  fiscal years ended December 31, 1997 and the
                subsequent   period   through  February 24, 1999, there were  no
                disagreements  with  PricewaterhouseCoopers LLP  on  any  matter
                of  accounting  principles  or  practices,  financial  statement
                disclosure, or auditing scope or procedures, which disagreements
                if  not resolved to their satisfaction would have caused them to
                make reference to  the  subject  matters  of  the  disagreements
                in connection  with their  opinion.  In addition, such financial
                statements  contained  no  adverse  opinion or a  disclaimer  of
                opinion,  and were not qualified or modified as to  uncertainty,
                audit scope, or accounting principles. There were no "reportable
                events"  as  defined in item 304(a)(1)(v) of regulation S-K, and
                neither the Company nor anyone else on its behalf consulted KPMG
                LLP regarding  any of the matters set forth in item 304(a)(2)(i)
                and  (ii)  of   regulation  S-K.   The  Company  requested  that
                PricewaterhouseCoopers  LLP  furnish the Company  with a letter,
                as  promptly  as  possible,  addressed  to  the  Securities  and
                Exchange   Commission,   stating  whether  it  agrees  with  the
                statements made in this Item 4, and if not, stating the respects
                in which they do not agree. This letter is filed as Exhibit 99.1
                to this Report.


         Exhibits
         --------

      Exhibit 99.1    Letter  from   PricewaterhouseCoopers  LLP  regarding  its
                      agreement  with  the  disclosure  provided  under  Item 4,
                      pursuant to paragraph (b).



                                  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 thereunto duly authorized.

                                    GA FINANCIAL, INC.


Date: March 3, 1999                By:  /s/ John M. Kish
      -------------                     ----------------
                                    John M. Kish
                                    Chief Executive Officer
                                    (principal executive officer)



<PAGE> 1


Exhibit 99.1        Letter from PricewaterhouseCoopers LLP Regarding its
                    Agreement with the Disclosure Provided Under Item 45.



<PAGE> 2


                          [PRICEWATERHOUSECOOPERS LLP LETTERHEAD]

                                        March 3, 1999




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

            Re:   GA Financial, Inc.
                  4750 Clairton Boulevard, Pittsburgh, Pennsylvania  15236
                  Form 8-K, dated February 24, 1999
                  Commission File Number  1-14154

Dear Commissioners:

      We have read the statements made by GA Financial, Inc., which we 
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of GA Financial, Inc.'s Form 8-K dated Febraruy 24, 1999. We agree with the
statements concerning our Firm in such 8-K.

      The cessation of our relationship will be effective upon completion of the
December 31, 1998 audit and issuance of the financial statements.

                                     Very truly yours,



                                     PRICEWATERHOUSECOOPERS LLP
          




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