UNITED STATES
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:) January 21, 2000
----------------
SKIBO FINANCIAL CORP.
-------------------------------------------
(Exact name of Registrant as specified in its Charter)
United States 000-25009 25-1820465
- ------------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
242 East Main Street, Carnegie, Pennsylvania 15106
- -------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 276-2424
--------------
Not Applicable
-------------------------------------
(Former name or former address, if changed since last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
Item 4. Change in Registrant's Certifying Auditors
------------------------------------------
On January 21, 2000, pursuant to direction from the Board of Directors
("Board") of Skibo Financial Corp., Carnegie, Pennsylvania, ("Corporation"), the
Board's Audit Committee unanimously determined that it would discontinue the
engagement of KPMG LLP, Pittsburgh, Pennsylvania, ("KPMG") as its independent
auditors. Furthermore, the Audit Committee determined that the Corporation will
engage Stokes Kelly & Hinds, LLC, Pittsburgh, Pennsylvania ("SKH"), as the
Corporation's auditors for the fiscal year ending March 31, 2000. The
Corporation's decisions were effective January 21, 2000.
KPMG audited the consolidated financial statements of the Corporation
for the year ended March 31, 1999 and its successor, First Carnegie Deposit, for
the year ended March 31, 1998. The Corporation and First Carnegie Deposit, are
collectively referred to herein as the "Corporation." The audit reports of KPMG
on the consolitated financial statements of the Corporation as of and for the
years ended March 31, 1999 and 1998 did not contain any adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
During the two fiscal years ended March 31, 1999 and 1998 and the
subsequent interim period through January 21, 2000, there were no disagreements
with KPMG 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 KPMG, would have caused them to make reference
to the subject matter of the disagreements in connection with their reports.
During the Corporation's two fiscal years ended March 31, 1999 and 1998
and the subsequent interim period preceding SKH's appointment, the Corporation
did not consult SKH regarding the application of accounting principles, either
completed or proposed, or the type of audit opinion that might be rendered on
the Corporation's financial statements.
KPMG has been requested by the Corporation to furnish the Corporation
with a letter addressed to the Securities and Exchange Commission stating
whether they agree with the above statements made by Corporation.
Such letter is included as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(c) Exhibits:
16 Response of KPMG LLP
<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.
SKIBO FINANCIAL CORP.
Date: January 28, 2000 By: /s/ Walter G. Kelly
---------------- ---------------------------
Walter G. Kelly
President and Chief
Executive Officer
EXHIBIT 16
<PAGE>
[KPMG Logo]
One Mellon Bank Center Telephone 412-391-9710
Pittsburgh, PA 15219 Fax 412-391-8963
January 26, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Skibo Financial Corp. (the
Corporation) and, under the date of April 30, 1999, we reported on the
consolidated financial statements of Skibo Financial Corp. and subsidiaries
(formerly First Carnegie Deposit) as of and for the years ended March 31, 1999
and 1998. On January 21, 2000, our appointment as principal accountants was
terminated. We have read Skibo Financial Corp.'s statements included under Item
4 of its Form 8-K dated January 21, 2000, and we agree with such statements,
except that we are not in a position to agree or disagree with Skibo Financial
Corp.'s statement that the change was approved by the audit committee of the
board of directors nor that Skibo Financial Corp. will engage Stokes Kelly &
Hinds, LLC as the Corporation's auditors, nor that the Corporation did not
consult Stokes Kelly & Hinds, LLC regarding the application of accounting
principles, either completed or proposed, or the type of audit opinion that
might be rendered on the Corporation's financial statements.
Very truly yours,
/s/ KPMG LLP
[Logo] KPMG LLP.KPMG LLP, a U.S. limited liability partnership, is
a member of KPMG International, a Swiss association.
