FINANCIAL TRUST CORP
8-K, 1996-04-30
STATE COMMERCIAL BANKS
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                                 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:)    April 24, 1996


                           FINANCIAL TRUST CORPORATION
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Pennsylvania                0-10756                   23-2229155
- ----------------------------     --------------           -----------------
(State or other jurisdiction      (Commission              (IRS Employer
 of incorporation)                 File Number)             Identification No.)

1415 Ritner Highway, P.O. Box 220, Carlisle, Pennsylvania      17013
- ---------------------------------------------------------   ----------------
       (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:   (717) 243-8003
                                                      ---------------


<PAGE>



ITEM 1.   CHANGES IN CONTROL OF REGISTRANT
               Not Applicable

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
               Not Applicable

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP
               Not Applicable

ITEM 4.   CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

               (a)  On April, 24, 1996, the Corporation's Board of Directors
                    hired Beard & Company, Certified Public Accountants with its
                    principal office at One Park Plaza, P.O. Box 311, Reading,
                    Pennsylvania, 19603, to replace Ernst & Young LLP as the
                    Corporation's independent accountants for 1996.

               (b)  In connection with the audits conducted by Ernst & Young LLP
                    of the Corporation for each of the two fiscal years ended
                    December 31, 1994 and 1995 and in the subsequent interim
                    period, there were no disagreements with Ernst & Young LLP
                    on any matters of accounting principles or practices,
                    financial statement disclosure, or auditing scope and
                    procedures which, if not resolved to the satisfaction of
                    Ernst & Young LLP, would have caused Ernest & Young LLP
                    to make reference to the matter in their report.

               (c)  Ernst & Young LLP's report on the Corporation's consolidated
                    financial statements for fiscal years 1994 and 1995 did not
                    contain an adverse opinion or a disclaimer of opinion and
                    were not qualified or modified as to uncertainty, audit
                    scope or accounting principles. Ernst & Young LLP has been
                    requested to furnish a letter addressed to the Securities
                    and Exchange Commission stating that they agree with the
                    statements made by the registrant in response to this item.
                    Upon receipt, this letter will be filed as an amendment to
                    this Form 8-K.

               (d)  The decision to change accountants was recommended by the
                    Audit Committee of the Board of Directors of Financial Trust
                    Corp and unanimously approved by the Corporation's Board of
                    Directors.

ITEM 5.   OTHER EVENTS
               Not Applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS
               Not Applicable.

<PAGE>


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
               (a) Not Applicable
               (b) Not Applicable
               (c) Exhibits -- Not Applicable

ITEM 8.   CHANGE IN FISCAL YEAR
               Not Applicable.


     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.


                                    Financial Trust Corporation
                                   -----------------------------------------
                                    (Registrant)


                                   By: /s/ Bradley S. Everly
                                      --------------------------------------
                                       (Signature)



April 30, 1996                     Bradley S. Everly
(Date)                             Senior Vice President and
                                   Chief Financial Officer





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