CENTENNIAL BANCORP
8-K, 1998-11-06
STATE COMMERCIAL BANKS
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                       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):

                                October 30, 1998
                                ----------------


                               CENTENNIAL BANCORP
             (Exact name of registrant as specified in its charter)


                                     Oregon
                 (State or other jurisdiction of incorporation)

                                     0-10489
                              (Commission File No.)


                                   93-0792841
                        (IRS Employer Identification No.)




          675 Oak Street
          Eugene,  Oregon                                       97401
(Address of principal executive offices)                      (Zip Code)



               Registrant's telephone number, including area code:

                                 (541) 342-3970



<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant

(a)      Effective October 30, 1998,  Centennial Bancorp  ("Bancorp")  dismissed
         its prior independent accountant,  PricewaterhouseCoopers  LLP ("PWC").
         The decision to change  accountants  was approved by Bancorp's Board of
         Directors.

         PWC's reports on Bancorp's financial statements for the last two fiscal
         years did not contain an adverse opinion or disclaimer of opinion,  nor
         were they  qualified  or  modified  as to  uncertainty,  audit scope or
         accounting principles.

         During  the  audits  for the last two  fiscal  years  and  through  the
         subsequent   interim  periods  to  the  date  hereof,   there  were  no
         disagreements  between  Bancorp  and PWC on any  matters of  accounting
         principles or practices,  financial statement  disclosure,  or auditing
         scope  or  procedure,  which  disagreements,  if  not  resolved  to the
         satisfaction  of PWC,  would have caused it to make a reference  to the
         subject matter of the disagreements in connection with its reports.

         Bancorp has  requested  that PWC furnish it with a letter  addressed to
         the Securities and Exchange Commission stating whether or not it agrees
         with  the  above  statements.  A copy of such  letter  will be filed as
         Exhibit 16 to this Form 8-K.

(b)      Effective  October 30, 1998,  Bancorp engaged Symonds,  Evans & Larson,
         P.C. as its principal accountant.  During the last two fiscal years and
         the  subsequent  interim  period to the date  hereof,  Bancorp  did not
         consult Symonds,  Evans & Larson,  P.C. regarding any of the matters or
         events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7.   Financial Statements and Exhibits

(c)      Exhibits

         (16) Letter dated November 5, 1998 from  PricewaterhouseCoopers LLP to
              the Securities and Exchange Commission.

                                   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.

                                                  CENTENNIAL BANCORP
                                                  (Registrant)



Date: November 5, 1998                       By:  /s/ Michael J. Nysingh
                                                  ----------------------
                                                  Michael J. Nysingh
                                                  Chief Financial Officer



<PAGE>



                                  EXHIBIT INDEX


16   Letter  dated  November  5,  1998  from  PricewaterhouseCoopers  LLP to the
     Securities and Exchange Commission.









                           PricewaterhouseCoopers LLP
                              400 Country Club Road
                                    Suite 300
                                  P.O. Box 1600
                            Eugene, Oregon 97440-1600




Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549


November 5, 1998


Subject: Letter Agreeing with the Statements in Form 8-K


Gentlemen:

We have read the statements made by Centennial Bancorp (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the  Company's  Form 8-K  dated  October  30,  1998.  We agree  with the
statements concerning our Firm in such Form 8-K.


Very truly yours,

/s/ PricewaterhouseCoopers LLP







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