GA FINANCIAL INC/PA
8-K/A, 1999-04-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K/A

                             AMENDMENT NO. 1 TO THE

                                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  ("PwC")   has  been   the  principal
                accountant  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, 1998 and the  subsequent  period  through March 31,
                1999,  there  were no  disagreements  with PwC 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,  PwC's reports on
                such financial  statements did not contain an adverse opinion or
                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  PwC  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  Amendment No. 1 to the Current  Report on Form
8-K/A to be signed on its behalf by the undersigned thereunto duly authorized.

                                    GA FINANCIAL, INC.


Date: April 7, 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 4,
                    pursuant to paragraph (b).



<PAGE> 2


                            [PRICEWATERHOUSECOOPERS LLP LETTERHEAD]



  
                                        April 7, 1999




U.S. 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/A, dated February 24, 1999 and filed on April 7, 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 Amendment No. 1 to the Current Report on Form 8-K/A
dated February 24, 1999 and filed on April 7, 1999. We agree with the statements
concerning our Firm in such Form 8-K/A.

                                     Very truly yours,

                                     /s/ PricewaterhouseCoopers LLP

                                     PRICEWATERHOUSECOOPERS LLP
          




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