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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 11, 1999
GRAND CENTRAL FINANCIAL CORP.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-25945 34-1877137
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(State or other) (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
601 Main Street, Wellsville, Ohio 43968
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 532-1517
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Robb, Dixon, Francis, Davis, Oneson & Co. ("Robb Dixon") was
previously the principal accountants for Central Federal Savings and
Loan Association of Wellsville ("Central Federal"), the wholly owned
subsidiary of Grand Central Financial Corp. (the "Company"). On
January 11, 1999, that firm's appointment as principal accountants
was terminated by the Company. The decision to change accountants
was recommended by the audit committee and approved by the board of
directors. In connection with the audits of the two fiscal years
ended December 31, 1997 and the subsequent period through January
11, 1999, there were no disagreements with Robb Dixon on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make
reference to the subject matters of the disagreements in connection
with their opinion. In addition, such financial statements contained
no adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company requested that Robb Dixon furnish the
Company with a letter, as promptly as possible, addressed to the
Securities and Exchange Commission, stating whether it agrees with
the statements made in this Item 4, and if not, stating the respects
in which they do not agree. That letter is filed as Exhibit 99.1 to
this amended Report.
(b) On January 11, 1999, the Company engaged Crowe, Chizek and Company,
LLP ("Crowe Chizek") as the Company's principal accountants. During
the two most recent fiscal years and subsequent interim period prior
to engaging the accountant, the Company consulted Crowe Chizek with
regard to the application of accounting principles to Central
Federal's conversion from mutual to stock form of organization,
which involved the concurrent formation of the Company as the parent
holding company for Central Federal and the issuance of shares of
common stock of the Company in a subscription offering to eligible
account holders of Central Federal (the "Transaction"). By letter,
dated January 15, 1999, Crowe Chizek advised the Company that the
Transaction was accounted for at historical cost in a manner similar
to that utilized in a pooling of interest accounting, which is in
accordance with generally accepted accounting principles. A copy of
that letter is attached as Exhibit 99.2.
Robb Dixon was not consulted by the registrant regarding the
application of accounting principles to the Transaction. Crowe
Chizek has reviewed this disclosure and does not intend to furnish
additional information to the Commission.
Item 7(c). Exhibits
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Exhibit 99.1 Letter from Robb, Dixon, Francis, Davis, Oneson & Company
regarding its agreement with the disclosure provided under
Item 4.
Exhibit 99.2 Letter from Crowe, Chizek and Company LLP regarding the
accounting for the Transaction.
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SIGNATURE
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.
GRAND CENTRAL FINANCIAL CORP.
Date: January 26, 1999 By: /s/ William R. Williams
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William R. Williams
President and Chief Executive Officer
[LETTERHEAD OF ROBB, DIXON, FRANCIS, DAVIS, ONESON & CO.]
January 25, 1999
VIA EDGAR
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U.S. Securities and Exchange Commission
Attn: Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20552
Re: Grand Central Financial Corp,.
601 Main Street, Wellsville, Ohio 43968
Form 8-K, dated January 15, 1999
Commission File Number 333-64089
Dear Sirs:
This is to inform you that we agree with Item 4 of the Form 8-K for Grand
Central Financial Corp. As noted above.
There were no disagreements with Grand Central Financial Corp. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures.
Sincerely,
/s/ Robert E. Dixon
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Robert E. Dixon
President
cc: Grand Central Financial Corp.
[LETTERHEAD OF CROWE, CHIZEK AND COMPANY LLP]
January 15, 1999
Board of Directors
Grand Central Financial Corp.
Wellsville, Ohio
We have been requested by Grand Central Financial Corp. (the "Company")
and Central Federal Savings and Loan Association of Wellsville (the
"Association") to report, in accordance with the standards established by the
American Institute of Certified Public Accountants, on the appropriate
application of generally accepted accounting principles to the specific
transaction described below.
The facts and circumstances provided to us by management of the
Association are that the Association converted from the mutual to stock form of
organization, which involved the concurrent formation of the Company as the
parent holding company for the Association, and the shares of common stock of
the Company were issued in a subscription offering to eligible account holders
of the Association.
The transaction was accounted for at historical cost in a manner similar
to that utilized in pooling of interest accounting, which is in accordance with
generally accepted accounting principles.
The ultimate responsibility for the decision on the appropriate
application of generally accepted accounting principles rests with the preparers
of the financial statements. Our judgment on the appropriate application of
generally accepted accounting principles for the described transaction is based
solely on the facts provided to us as described above; should these facts and
circumstances differ, our conclusion may charge.
This letter is intended for the use of management, the Boards of the
Company and of the Association, and the Office of Thrift Supervision.
Sincerely,
/s/Crowe, Chizek and Company LLP
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Crowe, Chizek and Company LLP
