UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 30, 1999
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Date of Report (Date of earliest event reported)
NORTHERN EMPIRE BANCSHARES
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(Exact name of registrant as specified in its charter)
CALIFORNIA 2-91196 94-2830529
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
801 Fourth Street
Santa Rosa, California 95404
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(Address of principle executive offices) (Zip Code)
(707) 579-2265
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(Registrant's telephone number, including area code)
Item 4 Changes in Registrant's Certifying Accountants
(a) On September 30, 1999, Northern Empire Bancshares (the
"registrant") appointed the accounting firm of Moss Adams LLP as
independent accountants for fiscal 1999 and dismissed
PricewaterhouseCoopers LLP, effective with such appointment. The
Registrant's Board of Directors approved the selection of Moss Adams LLP
as new independent accountants and the dismissal of
PricewaterhouseCoopers LLP. Management has not consulted with Moss
Adams LLP on any accounting, auditing or reporting matter.
(b) During the two most recent fiscal years and interim period
subsequent to December 31, 1998, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure
or any reportable events.
(c) PricewaterhouseCoopers LLP'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 PricewaterhouseCoopers LLP with a copy
of this disclosure and has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether it agrees
with the above statements. (A copy of PricewaterhouseCoopers LLP's
letter to the SEC, dated October 1,1999 is filed as Exhibit 16 to the Form 8-K.)
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.
Northern Empire Bancshares
(Registrant)
Dated: October 7, 1999
By /s/ James B. Keegan, Jr.
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James B. Keegan, Jr.
President
Exhibit 16
October 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Northern Empire Bancshares (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Amendement No. 1, Form 8-K, as part of the
Company's Form 8-K report dated September 30, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
San Francisco, California
