United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1999
CITIZENS BANCORP
(Exact name of registrant specified in its charter)
INDIANA
(State of other jurisdiction of incorporation)
333-29031 35-2017500
(Commission File Number) (I.R.S. Employer
Identification Number)
60 South Main Street
Frankfort, Indiana 46041
(Address of principal executive offices
including Zip Code)
(765) 654-8533
(Registrant's telephone number, including area code
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Item 4. Changes in Registrant's Certifying Accountant.
On March 22, 1999, Citizens Bancorp (the "Company") engaged the accounting
firm of Olive LLP to examine the consolidated financial statements of the
Company for the fiscal year ending June 30, 1999. The Audit Committee, which is
composed of the entire Board of Directors, recommended and approved the change
in auditors on March 9, 1999. Ernst & Young LLP, which has acted as the
independent public accountant for the Company since its formation in 1997 and
audited its consolidated financial statements for the years ended June 30, 1998
and 1997, has been notified of the Company's decision. When Ernst & Young LLP
was informed by the Company that the Company was seeking proposals for auditing
services for the year ended June 30, 1999, Ernst & Young LLP declined to stand
for reappointment.
The audit reports issued by Ernst & Young LLP with respect to the Company's
consolidated financial statements for 1998 and 1997 did not contain an adverse
opinion or disclaimer of opinion, and were not qualified as to uncertainty,
audit scope or accounting principles. During 1997 and 1998 (and any subsequent
interim period), there have been no disagreements between the Company and Ernst
& Young LLP 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 Ernst & Young LLP, would have caused it to make
a reference to the subject matter of the disagreement in connection with its
audit report. Moreover, none of the events listed in Item 304(a)(1)(v) of
Regulation S-K occurred during 1997 or 1998 or any subsequent interim period.
Olive LLP has not been consulted by the Company as to the application of
accounting principles to a specific completed or contemplated transaction or the
type of audit opinion that might be rendered on the Company's financial
statements.
Pursuant to Item 304 of Regulation S-K, the Company has provided a copy of
this Current Report on Form 8-K to Ernst & Young LLP for review. Attached hereto
as Exhibit (16) is a letter from Ernst & Young LLP addressed to the Securities
and Exchange Commission indicating that it agrees with the statements made by
the Company herein.
-2-
<PAGE>
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.
CITIZENS BANCORP
/s/ Fred W. Carter
------------------------------------
Fred W. Carter, President
and Chief Executive Officer
Dated: March 22, 1999
March 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 22, 1999, of Citizens Bancorp and
are in agreement with the statements contained in the paragraph(s) 1, 2 and 4 on
page 2 therein. We have no basis to agree or disagree with other statements of
the registrant contained therein.
/s/ Ernst & Young LLP
Indianapolis, Indiana
