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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): January 9, 1998
CITIZENS BANCORP
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
0-23277 91-1841688
(Commission File Number) (IRS Employer Identification NO.)
275 SW Third Street, Corvallis, OR 97339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code): (541) 752-5161
N/A
(Former name of former address, if changed since last report)
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Item 4 Changes in Registrant's Certifying Accountant
In December of 1997 the Company's management recommended to the Audit
Committee of the Board of Directors that the Company solicit bids from
independent certified public accountants to perform the Company's
accounting and auditing work beginning in the 1998 fiscal year. The
Audit Committee approved the recommendation, and directed management to
schedule interviews to evaluate qualified candidates to serve as the
Company's independent accountant.
The recommendation did not arise from any disagreements, within the
meaning of Item 304 of Regulation S-K, between the Company and the
Company's present independent accountant, David O. Christensen,
Certified Public Accountant and Consultants ("Christensen"), and there
have been no such disagreements, or any "reportable events" under
paragraph (a)(1)(v) of Item 304, with respect to any Company financial
statement, audit, report or tax return or any matters relating thereto
for the Company's two most recent fiscal years or any subsequent interim
period through January 9, 1998. In particular, with respect to such
financial statements, Christensen's report 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.
The Board's Audit Committee scheduled interviews with three accounting
firms as part of its review and evaluation process. Christensen was
invited to be considered as a candidate for the Company's accounting and
auditing work and to be included among firms interviewed. Christensen
notified the Company on January 9, 1998 that Christensen declined to
stand for consideration or for re-election as the Company's independent
accountant. The Audit Committee held its interviews on February 11,
1998, and thereafter recommended that the accounting firm of Knight,
Vale and Gregory, Inc., P.S. ("KVG") be retained as the Company's
independent accountant. The recommendation was approved by the Board of
Directors on February 17, 1998.
Christensen continues to be retained by the Company to complete the
Company's Fiscal 1997 financial statements, audit, and tax return.
Beginning on February 18, 1998, KVG commenced providing accounting and
audit services to the Company for matters arising in fiscal 1998.
Item 7 Financial Statements and Exhibits
(a) Financial statements - not applicable
(b) Pro Forma financial information - not applicable
(c) Exhibit
(16) March 4, 1998 letter of David O. Christensen CPA and
Consultants to the Securities and Exchange Commission
included therein pursuant to the requirement of Item
304(a) of Regulation S-K.
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Additional Language: Date and Amendment:
Date: The date of this report is January 9, 1998, which is the date the
Company's former accountant notified the Company of the accountant's
decision to decline to stand for consideration or for re-election as the
Company's independent accountant.
Amendment: This Form 8-K/A amends the Form 8-K filed by the registrant
on February 24, 1998
Signatures
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Citizens Bancorp/OR
Date of Report: January 9, 1998 By: /s/ Lark E. Wysham
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Name: Lark E. Wysham
Title: Senior Vice President
and Chief Financial Officer
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Exhibit 16
[David O. Christensen CPA & Consultants LOGO]
March 4, 1998
Securities and Exchange Commission
450-5th St., NW
Washington, DC 20549
Regarding: Citizens Bancorp 8-K(A) Amended
Dear Sirs:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on January 9, 1998, to be filed by our former client,
Citizens Bancorp. We agree with the statements made in response to that item
insofar as they relate to our firm.
This letter is attached to the 8-K(A) of Citizens Bancorp.
Sincerely,
/s/ David O. Christensen
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David O. Christensen
Certified Public Accountants & Consultants
