SFSB HOLDING CO
8-K, 1998-03-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 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 17, 1998



                              SFSB HOLDING COMPANY
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



        Pennsylvania                       0-23765               23-2934332
- ----------------------------            --------------         -----------------
(State or other jurisdiction            (SEC File No.)          (IRS Employer
of incorporation)                                              Identification
                                                                   Number)


900 Saxonburg Boulevard, Pittsburgh, Pennsylvania                   15223
- -------------------------------------------------                   -----
(Address of principal executive offices)                          (Zip Code)




Registrant's telephone number, including area code: (412) 487-4200
                                                    --------------


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)


<PAGE>



                              SFSB HOLDING COMPANY

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 4.  Changes in Registrant's Certifying Accountant
         ---------------------------------------------

         On March 17, 1998, the board of directors of the registrant  determined
to engage S.R. Snodgrass,  A.C. as its independent  auditors for the fiscal year
ended  December 31, 1997.  On March 20, 1998,  the  registrant  orally  notified
LaFrance,  Walker, Jackley & Saville, LLP ("LWJS"), its independent auditors for
the fiscal years ended  December 31, 1996 and 1995,  of this  determination  and
that LWJS would not  continue to be engaged for the fiscal year ending  December
31, 1997. On March 10, 1998,  the  registrant  had orally  advised LWJS that the
board of directors of the registrant  would likely consider this matter during a
meeting on March 17, 1998. The determination to replace LWJS was approved by the
full board of directors of the registrant.

         The reports of LWJS for the fiscal  years ended  December  31, 1996 and
1995  contained  no  adverse  opinion  or  disclaimer  of  opinion  and were not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During the fiscal  years ended  December 31, 1996 and 1995 and during the period
from December 31, 1996 to March 17, 1998,  there were no  disagreements  between
the registrant and LWJS concerning accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

         (c) Exhibits:

             Exhibit No. 16 - Letter regarding change in certifying accountant





<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, thereunto duly authorized.


                                               SFSB HOLDING COMPANY



Date: March 23, 1998                           By: /s/ Barbara J. Mallen
                                                   -----------------------------
                                                   Barbara J. Mallen
                                                   President




                                   EXHIBIT 16

                LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT



<PAGE>



              [LaFrance, Walker, Jackley & Saville, LLP letterhead]



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


         Pursuant to 17 C.F.R.  ss.228.304(a)(3),  we have reviewed the language
under the heading "Item 4. Changes in Registrant's Certifying Accountant" in the
Current  Report  on Form  8-K,  dated  March  17,  1998,  to be  filed  with the
Securities and Exchange  Commission by SFSB Holding  Company.  We agree with the
statements contained therein. However, aside from the receipt of notification of
such action,  we have no basis for making a  determination  whether the board of
directors met concerning this matter.


LaFrance, Walker, Jackley & Saville, LLP

/s/ LaFrance, Walker, Jackley & Saville, LLP


March 23, 1998
Bridgeville, Pennsylvania






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