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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): AUGUST 5, 1996
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UPBANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-12292 36-3207297
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4753 N. BROADWAY, CHICAGO, ILLINOIS 60640
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 878-2000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
DOCUMENTS INCORPORATED BY REFERENCE
None
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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 REGISTRANT'S CERTIFYING ACCOUNTANT
(I) Previous Independent Accountants
(a) The registrant has dismissed its former principal accountants,
Arthur Andersen, LLP, of Chicago, Illinois. The change was made
effective August 5, 1996.
(b) During the two most recent fiscal years and interim periods
subsequent to December 31, 1995, there have been no disagreements
with Arthur Andersen, LLP, on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure or any reportable events.
(c) Arthur Andersen's report on the financial statements for the past
two years contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope
or accounting principles.
(d) The registrant has provided Arthur Andersen, LLP, with a copy of
this disclosure and has requested that Arthur Andersen furnish it
with a letter addressed to the SEC stating whether it agrees with
the above statements. (A copy of Arthur Andersen, LLP's letter
to the SEC, dated August 7, 1996 is filed as Exhibit 16 to the
Form 8-K).
(II) New Independent Accountants
(a) The Registrant's Board of Directors approved the selection of
McGladrey & Pullen, LLP as new independent accountants upon the
recommendation of the Registrant's Audit Committee. Management
has not consulted with McGladrey & Pullen on any accounting,
auditing or reporting matter.
ITEM 5: OTHER EVENTS
None
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ITEM 6: RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 - Letter re change in certifying accountant
ITEM 8: CHANGE IN FISCAL YEAR
Not applicable
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.
Date: AUGUST 5 1996 UPBANCORP, INC.
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(The Registrant)
/S/ RICHARD K. OSTROM
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Richard K. Ostrom
President and Chief Executive Officer
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"EXHIBIT #16"
[Letterhead]
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August 7, 1996 Arthur Andersen LLP
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Office of Chief Accountant 33 West Monroe Street
SECPS Letter File Chicago IL. 60603-5385
Securities and Exchange Commission
Mail Stop 9-8
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4(I) included in the attached Form 8-K dated August 5, 1996 of
Upbancorp, Inc. to be filed with the Securities and Exchange Commission and are
in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to;
Ms. Kathleen L. Harris
Chief Financial Officer
Upbancorp, Inc.
c/o Heritage Bank
4222 East Camelback
Suite J200
Phoenix, AZ 85018
