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: March 31, 1998
(Date of earliest event reported)
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-21285 54-1809409
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7171 George Washington Mem. Hwy.
Gloucester, Virginia 23061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 693-0628
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Item 4. Changes in Registrant's Certifying Accountant.
As of March 31, 1998, Smith & Eggleston, P.C. declined to stand for
reelection as the independent accountant chosen to audit the financial
statements of Mid-Atlantic Community BankGroup, Inc. (the "Company"). The
Company's Board of Directors, upon recommendation of the Company's Audit
Committee, has appointed Yount, Hyde & Barbour, P.C., independent certified
public accountants, to perform the audit of the Company's financial statements
for the year ending December 31, 1998, subject to shareholder ratification. The
appointment of appointed Yount, Hyde & Barbour, P.C. will be effective
immediately.
The report of Smith & Eggleston, P.C. on the Company's financial
statements for each of the two fiscal years ended December 31, 1997 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. Furthermore,
during the Company's two fiscal years ended December 31, 1996 and during the
subsequent period preceding March 31, 1998, there has been no disagreements with
Smith & Eggleston, P.C. 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 Smith & Eggleston, P.C.,
would have caused Smith & Eggleston, P.C. to make reference to the subject
matter of the disagreements in connection with its report.
The Company has provided Smith & Eggleston, P.C. with a copy of this
Current Report. A letter from Smith & Eggleston, P.C. to the Commission dated
April 2, 1998 with respect to this matter is attached hereto as Exhibit 16.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
16 Letter dated April 2, 1998 from
Smith & Eggleston, P.C. re Change in Certifying Accountant.
-2-
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MID-ATLANTIC COMMUNITY
BANKGROUP, INC.
Dated: April 7, 1998 By: /s/ Kathleen C. Healy
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Kathleen C. Healy
Vice President and
Chief Accounting Officer
<PAGE>
INDEX TO EXHIBITS
No. Description
16 Letter dated April 2, 1998 from Smith & Eggleston, P.C. re Change in
Certifying Accountant.
Exhibit 16
[SMITH & EGGLESTON, P.C. LETTERHEAD]
April 2, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Mid-Atlantic Community BankGroup, Inc.
Ladies and Gentlemen:
We have read Item 4 of the Current Report on Form 8-K, dated March 31,
1998 (the "Form 8-K"), prepared by Mid-Atlantic Community BankGroup, Inc. (the
"Company") and are in agreement with the statements concerning our firm in the
Form 8-K. We have no basis to agree or disagree with other statements of the
Company contained in the Form 8-K.
Sincerely,
Smith & Eggleston, P.C.
/s/ Smith & Eggleston, P.C.
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