SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 27, 2000 (April 20, 2000)
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Eagle Bancorp
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(Exact Name of Registrant as Specified in Charter)
United States 0-29687 81-0531318
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(State or Other Jurisdiction (Commission File IRS Employer
of Incorporation) Number) Identification No.
1400 Prospect Avenue, Helena, MT 59601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (406) 442-3080
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 20, 2000, the board of directors of Eagle Bancorp ("Eagle" or
the "Registrant") approved a change in auditors. Specifically, the Board
determined to replace Moss Adams LLP ("Moss Adams") with Anderson ZurMuehlen &
Co., P.C. ("AZ"). AZ will be engaged to audit the financial statements of Eagle
and its subsidiary, American Federal Savings Bank (the "Bank") for the fiscal
year ended June 30, 2000.
Moss Adams' report on the financial statements for the fiscal year
ended June 30, 1999, did not contain an adverse opinion or disclaimer of opinion
and was not qualified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended June 30, 1999, and through the date hereof, there
were no disagreements between Eagle or the Bank and Moss Adams on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
During the fiscal year ended June 30, 1999, and through the date
hereof, Moss Adams did not advise, and has not indicated to Eagle or the Bank
that it had any reason to advise Eagle or the Bank of the following:
* that the internal controls necessary for Eagle to develop reliable
financial statements did not exist;
* that information had come to Moss Adams' attention that had led it to
no longer be able to rely on management's representations, or that made
it unwilling to be associated with the financial statements prepared by
management;
* that Moss Adams needed to expand significantly the scope of Eagle or
the Bank's audit, or that information had come to Moss Adams' attention
during such time period that if further investigated might materially
impact the fairness or reliability of a previously issued audit report
or the underlying financial statements. Further, Moss Adams did not
advise Eagle or the Bank that matters came to its attention which would
materially impact upon the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information
that may prevent it from rendering an unqualified audit report on those
financial statements). In addition, Eagle or the Bank were not advised
by Moss Adams of any matters that would cause it to be unwilling to
rely on management's representation or to be associated with Eagle or
the Bank's financial statements;
* that information had come to Moss Adams' attention that it had
concluded materially impacted the fairness or reliability of either a
previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal
periods subsequent to the date of the most recent financial statements
covered by an audit report (including information that, unless resolved
to Moss Adams'
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satisfaction, have prevented it from rendering an unqualified audit
report on those financial statements);
Eagle has requested Moss Adams to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Moss Adams agrees with
the statements made by Eagle in response to this Item 4 and, if not, stating the
respects to which Moss Adams does not agree. A copy of such letter will be filed
as Exhibit 16(i) when it is provided to the Registrant.
The Board has determined to appoint AZ as Eagle and the Bank's auditor
for the fiscal year ended June 30, 2000, because the Board has determined that
it is in the best interest of Eagle and its shareholders to engage a local
accounting firm. AZ has an office in, and is based in, Helena, Montana. Moss
Adams does not have such an office. AZ previously provided accounting services
to the Bank, including auditing the financial statements of the Bank for each of
the fiscal years up to and including the fiscal year ended June 30, 1998. During
this period, AZ was the Bank principal accountant. In that connection, AZ met
with directors and senior officers of the Bank and discussed its audit reports
of the Bank. AZ's audit reports for these periods did not contain an adverse
opinion or disclaimer of opinion and were not qualified as to uncertainty, audit
scope or accounting principles. The Bank and AZ have had no disagreements on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
Eagle has requested AZ to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not AZ agrees with the
statements made by Eagle in response to this Item 4, and if not, stating the
respects to which AZ does not agree. A copy of such letter is attached hereto as
Exhibit 16(ii).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
(16)(i) Letter of Moss Adams LLP *
(16)(ii) Letter of Anderson ZurMuehlen & Co., P.C.
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* to be filed by amendment
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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 hereto duly authorized.
EAGLE BANCORP
Registrant
Date: April 26, 2000 By: /s/Peter J. Johnson
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Peter J. Johnson
Senior Vice President/Treasurer
[LOGO]
Power Block Building * 2nd Floor
6th & Last Chance Gulch
P.O. Box 1147 * Helena, Montana 59624
406-442-1040 Fax 406-442-6746
Securities And Exchange Commission
Mail Stop 9-5
450 5th Street
Washington D.C. 20549
We have read and agree with the comments in Item 4 of Form 8-K of Eagle Bancorp
dated April 27, 2000.
/s/Anderson ZurMuehlen & Co., P.C.
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Helena, Montana
April 24, 2000
