UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 15, 2000
EQUALITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
333-30469 43-1785126
(Commission File Number) (I.R.S. Employer Identification No.)
9920 WATSON ROAD, ST. LOUIS, MISSOURI 63126
(Address, including zip code, of principal executive offices)
(314) 965-7090
(Registrant's telephone number, including area code)
EXPLANATORY NOTE
This Amendment to this Current Report on Form 8-K is being filed to
file the letter from KPMG LLP to the Securities and Exchange
Commission as an exhibit.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 15, 2000, Equality Bancorp, Inc. ("Registrant") engaged the
accounting firm of Rubin Brown Gornstein & Co. LLP ("Rubin Brown") as
its independent accountants, for the year commencing April 1, 2000 and
ending March 31, 2001, replacing KPMG LLP ("KPMG") as Registrant's
independent accountant. KPMG will complete its audit of the
Registrant's consolidated financial statements for the year ending
March 31, 2000 and issue its report thereon. Rubin Brown currently
performs the audit work solely for Equality Mortgage Corporation, a
subsidiary of the Registrant. The Registrant decided to engage Rubin
Brown for all of its audit and tax work. The decision to change
accountants was approved by the Registrant's Board of Directors.
During the years ended March 31, 1999 and 1998 and the subsequent
interim period through March 15, 2000, there have been no
disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or
procedure, which, if not resolved to KPMG's satisfaction, would have
caused KPMG to make reference to the subject matter of the
disagreement.
KPMG's audit report on the consolidated financial statements of the
Registrant and subsidiaries for the years ended March 31, 1999 and
1998 contained no adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope or accounting principles,
except as follows: KPMG's audit reports on the consolidated financial
statements of the Registrant and subsidiaries as of and for the years
ended March 31, 1999 and 1998, state they "did not audit the financial
statements of Equality Mortgage Corporation, which statements reflect
total assets constituting 3% and 6% in 1999 and 1998, respectively,
and total interest income and noninterest income constituting 20%,
19%, and 16% in 1999, 1998 and 1997, respectively, of the related
consolidated totals. Those statements were audited by other auditors
whose report has been furnished to us, and in our opinion, insofar as
it relates to the amounts included for Equality Mortgage Corporation,
is based solely on the report of the other auditors."
None of the following events has occurred within the Registrant's two
most recent fiscal years or the subsequent interim period referenced
above:
(A) KPMG has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial
statements did not exist;
(B) KPMG has not advised the Registrant that information had
come to its attention that made it unwilling to rely on management's
representations, or that it made it unwilling to be associated with
the financial statements prepared by management;
(C) KPMG has not advised the Registrant that the scope of its
audit should be expanded significantly, or that information has come
to its attention that it has concluded will, or if further
investigated might, (i) materially impact the fairness or reliability
of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent
audited financial statements (including information that might
preclude the issuance of an unqualified audit report) and KPMG has not
advised the Registrant of any issue that was not resolved to KPMG's
satisfaction prior to its dismissal.
During the two most recent fiscal years, and the subsequent interim
period referenced above, except for the current and past performance
by Rubin Brown of solely Equality Mortgage Corporation's audit work,
neither the Registrant nor anyone on its behalf consulted Rubin Brown
regarding either (i) the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Registrant's financial
statements, where either written or oral advice was provided that was
an important factor considered by the Registrant in reaching a
decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a disagreement as defined
in paragraph 304(a)(1)(iv) of Regulation S-B.
The Registrant has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of a letter from KPMG to the
SEC dated March 22, 2000 is attached as an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 16: Letter from KPMG LLP to the Securities and
Exchange Commission
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.
EQUALITY BANCORP, INC.
Date: March 29, 2000 By: /s/ Michael A. Deelo
----------------------------
Michael A. Deelo,
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Number Description
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16 Letter from KPMG LLP to the
Securities and Exchange Commission
EXHIBIT 16
----------
KPMG
10 South Broadway
Suite 900
St. Louis, MO 63102-1761
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Equality Bancorp, Inc.
and, under the date of May 1, 1999, we reported on the consolidated
financial statements of Equality Bancorp, Inc. and subsidiaries as of
and for the years ended March 31, 1999 and 1998. On March 15, 2000,
we were notified that Equality Bancorp, Inc. engaged Rubin Brown
Gornstein & Co. LLP as its principal accountant for the year ending
March 31, 2001 and that the auditor-client relationship with KPMG LLP
will cease upon completion of the audit of Equality Bancorp Inc.'s
consolidated financial statements as of and for the year ending March
31, 2000 and the issuance of our report thereon.
We have read Equality Bancorp Inc.'s statements included under Item 4
of its Form 8-K dated March 21, 2000 and we agree with such
statements, except that we are not aware of the existence of a
condition required to be reported under Item 304(a)(1)(iv)(B) of
Regulation S-B. Therefore, we take no position with respect to
Equality Bancorp Inc.'s statements contained in the fourth paragraph
of Item 4. In addition, we are not in a position to agree or disagree
with Equality Bancorp Inc.'s statements that:
A) Rubin Brown Gornstein & Co. LLP has been engaged for ALL
(EMPHASIS ADDED) of Equality Bancorp Inc.'s audit and tax work,
B) the change was approved by the board of directors,
C) Rubin Brown Gornstein & Co. LLP was not engaged regarding the
application of accounting principles to a specified transaction
or type of audit opinion that might be rendered on Equality
Bancorp Inc.'s financial statements, nor
D) Rubin Brown Gornstein & Co. LLP was consulted on any matter that
was the subject of a disagreement as defined in paragraph
304(a)(1)(iv) of Regulation S-B.
Very truly yours,
/s/ KPMG LLP
St. Louis, Missouri
March 22, 2000
