WAKE FOREST BANCSHARES INC
8-K/A, 2000-08-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 8-K/A

                                 AMENDED REPORT


Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported)         August 29, 2000
                                                 -----------------------

                          Wake Forest Bancshares, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>


<S>                                                   <C>                          <C>
       United States of America                       000-25999                56-2131079
--------------------------------------        -----------------------     -------------------
(State or other jurisdiction of                   (Commission File         (IRS Employer of
         incorporation)                                Number)             Identification No.)
</TABLE>

302 S. Brooks Street, Wake Forest, North Carolina                       27587
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Not applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)


<PAGE>

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
                  (disclosures required by Item 304(a) of Regulation S-K)


                  On August 21, 2000, the audit  committee and the full Board of
                  Directors of Wake Forest Bancshares, Inc. elected to terminate
                  the audit services of the firm of McGladrey & Pullen,  LLP and
                  appoint the firm of Dixon Odom PLLC to serve as the  Company's
                  independent  auditors for its fiscal year ending September 30,
                  2000.

                  McGladrey & Pullen,  LLP served as the  Company's  independent
                  accountants to audit Wake Forest  Bancshares,  Inc.'s two most
                  recent fiscal year ends.  McGladrey and Pullen,  LLP's reports
                  on the Company's financial  statements for those years (fiscal
                  years  ended  September  30,  1999 and 1998) were  unqualified
                  opinions.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. did not have any disagreements  with
                  McGladrey & Pullen, LLP on any matter of accounting principles
                  or practices,  financial  statement  disclosures,  or auditing
                  scope or  procedures,  which  would have  caused  McGladrey  &
                  Pullen,  LLP to  make  reference  to  the  subject  matter  in
                  connection with its report.

                  During the  Company's two most recent fiscal year ends (fiscal
                  years ended  September  30, 1999 and 1998) and the  subsequent
                  interim  period from October 1, 1999 to August 21, 2000,  Wake
                  Forest  Bancshares,  Inc. (or anyone acting on its behalf) did
                  not consult with Dixon Odom PLLC regarding any  application of
                  accounting  principle  to  a  specified  transaction,   either
                  completed or proposed; or any type of audit opinion that might
                  be rendered on the Company's financial  statements.  Neither a
                  written report nor oral advice was provided by Dixon Odom PLLC
                  to  the  Company  that  the  new  auditors  concluded  was  an
                  important  factor  considered  by the  Company  in  reaching a
                  decision on any accounting,  auditing,  or financial reporting
                  issue.

                  The Company  provided  McGladrey & Pullen,  LLP with a copy of
                  the above disclosures in response to Item 304(a) of Regulation
                  S-K in conjunction  with the filing of a Form 8-K dated August
                  21, 2000.  The Company  requested  that McGladrey & Pullen LLP
                  provide the Company with a letter  addressed to the Commission
                  stating  whether  it agrees  with the  statements  made by
<PAGE>

                  the Company in response to Item 304(a) of Regulation  S-K, and
                  if not,  stating  the  respects  in which  it does not  agree.
                  Attached as an exhibit to this amended Form 8-K is McGladrey &
                  Pullen,  LLP's  response  in  which  they  stated  they are in
                  agreement with Company's  statements  included in its Form 8-K
                  dated August 21, 2000.

<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.



                                               WAKE FOREST BANCSHARES, INC.





         Dated    August 29, 2000                    By: /s/ Anna O. Sumerlin
               ---------------------------               -------------------
                                                         Anna O. Sumerlin
                                                         President and CEO


         Dated    August 29, 2000                    By: /s/ Robert C. White
               ---------------------------               ------------------
                                                         Robert C. White
                                                         Vice President and CFO




<PAGE>
                                                                       EXHIBIT A


[LOGO]   MCGLADREY & PULLEN, LLP                                       RSM
         -----------------------                                       ---
                                                                   INTERNATIONAL

August 25, 2000

Securities and Exchange Commission
Washington, D.C.

We were previously the independent accountants for Wake Forest Bancshares, Inc.,
and on October 27, 1999, we reported on the consolidated financial statements of
Wake Forest  Bancshares,  Inc. and  subsidiary as of September 30, 1999 and 1998
and for the  years  then  ended.  On  August  23,  2000,  we were  dismissed  as
independent accountants of Wake Forest Bansheras, Inc.

We have read Wake Forest Bancshares,  Inc.'s statements included under item 4 of
its Form 8-K dated August 21, 2000, and we agree with such statements.


/s/ McGladrey & Pullen, LLP
---------------------------
McGladrey & Pullen


111 James Center, 10th Floor
1051 East Cary Street
PO Box 1276                                                            Worldwide
Richmond, Virginia 23218-1276                                           Services
(804) 644-4525 FAX (804)780-0576                                         Through
www.mcgladrey.com                                              RMS International


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