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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 1, 1999
PEOPLES BANKCORP, INC.
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(Exact name of registrant as specified in charter)
NEW YORK 0-25217 16-1560886
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
825 STATE STREET, OGDENSBURG, NEW YORK 13669
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(315) 393-4340
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Item 4. Changes in Registrant's Certifying Accountant.
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KPMG LLP was the independent certified public accountant for
the Registrant's 1997 fiscal year. Effective January 1, 1999,
the Registrant, with the approval of the Board of Directors,
engaged Morrow & Poulsen, P.C.to serve as its independent
auditors. KPMG LLP's reports on the financial statements of the
Registrant for the past two fiscal years did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles. There have not been any disagreements between the
Registrant and KPMG LLP on any matter of accounting principles or
practices, consolidated financial statement disclosure or audit
scope or procedure. None of the events set forth in Item
304(a)(1)(iv)(A)-(E) of Regulation S-B occurred within the
Registrant's two most recently completed fiscal years or the
subsequent interim period preceding the dismissal.
Prior to its engagement of Morrow & Poulsen, P.C., the
Registrant has not requested or obtained any advice from Morrow &
Poulsen, P.C. concerning any material accounting, auditing or
financial reporting issue regarding the application of accounting
principles to a specified transaction or the type of audit
opinions that might be rendered on the Registrant's consolidated
financial statements. A copy of a letter from KPMG LLP in
response to this item is attached hereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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Exhibit 16 - Letter from KPMG LLP<PAGE>
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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.
PEOPLES BANKCORP, INC.
By: /s/ Robert E. Wilson
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Robert E. Wilson
President and Chief Executive Officer
Date: April 12, 1999
Exhibit 16
March 31, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Ogdensburg Federal
Savings and Loan Association, a wholly owned subsidiary of
Peoples Bankcorp, Inc. and, under the date of July 24, 1998, we
reported on the financial statements of Ogdensburg Federal
Savings and Loan Association as of and for the years ended
December 31, 1997 and 1996. Effective January 1, 1999, our
appointment as principal accountants was terminated. We have
read Ogdensburg Federal Savings and Loan Association's statements
included under Item 4 of its Form 8-K as filed with the
Securities and Exchange Commission on March 29, 1999, and we
agree with such statements.
Very truly yours,
/s/ KPMG LLP
