LAKE ARIEL BANCORP INC
8-K, 1999-01-19
NATIONAL COMMERCIAL BANKS
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                                  FORM 8-K
                                 CURRENT REPORT



              (As last amended in Real. N. 34-25113, eff. 1/30/95.)


                                  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): January 15, 1999



                            Lake Ariel Bancorp, Inc.
             (Exact name of registrant as specified in its charter)



Pennsylvania                     2-85306                    23-2244948
(State or other jurisdiction     (Commission                (I.R.S. employer
of incorporation)                file number)               Id. No.)



Post Office Box 67, Lake Ariel, Pennsylvania           18436
(Address of Principal Executive Offices)               (Zip Code)


Registrant's telephone number, including area code:  (717) 698-5695

Former name or former address, if changed from last report:  Not Applicable.
<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 Registrant's Certifying Accountant.

     By the affirmative  approval of the Registrant's  audit committee and Board
of Directors,  the Registrant has changed  independent  accountants for the year
ending  December 31, 1999.  Parente,  Randolph,  Orlando,  Carey and  Associates
(Parente,  Randolph),  Wilkes-Barre PA, Certified Public  Accountants,  were the
independent accountants for the Registrant for the year ended December 31, 1998.
On November 10,  1998,  the  Registrant  and  Parente,  Randolph  entered into a
contract to perform  internal audit services.  Such contract is conditioned upon
the approval and appointment of a new independent accounting firm, at which time
Parente,  Randolph's  resignation  will be effective.  On January 12, 1999,  the
Board of Directors,  upon approval on recommendation from the Registrant's audit
committee,  engaged  PricewaterhouseCoopers  LLP, Harrisburg, PA, as independent
auditors for the Registrant beginning with the calendar year ending December 31,
1999.

Parente,  Randolph's reports on the financial  statements for the past two years
(ended  December 31, 1997 and 1996)  contained  neither an adverse opinion nor a
disclaimer of opinion. (Parente, Randolph is currently conducting their audit of
the financial statements of the Registrant as of and for the year ended December
31, 1998).

During the Registrant's two most recent fiscal years and any subsequent  interim
periods,  there were no  disagreements  with Parente,  Randolph on any matter of
accounting principals or practices,  financial statement disclosure, or auditing
scope or procedure.

As an exhibit to this Form 8-K,  Parente,  Randolph has reviewed the disclosures
contained  herein and finds no exception  with the  disclosures.  Also the newly
engaged accountants,  PricewaterhouseCoopers  LLP, as of and for the year ending
December  31,  1999,  have  also  documented  their  review  of the  disclosures
contained herein and have concurred with the information provided herein.

<PAGE>

Item 5.           Other Events.

                  The  Company  announced  that,  effective  January  12,  1999,
                  Kenneth M.  Pollock  has joined  the Board of  Directors  as a
                  Class 3 Director.


Item 6.           Resignations of Registrant's Directors.

                  Not Applicable.


Item 7.           Financial Statements and Exhibits.

                  (a)       Financial Statement of Business Acquired.

                            Not Applicable.

                  (b)       Pro Forma Financial Information.

                            Not Applicable.

                  (c)       Exhibits.

                           (i)       Press Release.


Item 8.           Change in Fiscal Year.

                  Not Applicable.




<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 hereunto duly authorized.



                                   LAKE ARIEL BANCORP, INC.
                                   (Registrant)



Date:    January 15, 1999           /S/     Joseph J. Earyes
                                    ------------------------
                                   Joseph J. Earyes, Vice President 
                                   and Treasurer




<PAGE>


Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen:

         We have read and agree with the  comments in Item 4 of Form 8-K of Lake
Ariel Bancorp, Inc. dated January 15, 1999.


                                   /S/ PARENTE, RANDOLPH, ORLANDO, CAREY
                                        & ASSOCIATES








Wilkes-Barre, Pennsylvania
January 15, 1999







<PAGE>




January 15, 1999

Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements  made by Lake Ariel Bancorp,  Inc. (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 report filed  January 15, 1999. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,


PricewaterhouseCoopers LLP









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