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 - November 4, 1999
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16276 23-2449551
(State or other (Commission File (IRS Employer
jurisdiction Number) Number)
of incorporation)
101 North Pointe Boulevard
Lancaster, Pennsylvania 17601-4133
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code:(717) 581-6030
N/A
(Former name or former address, if changed since last report)
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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.
(a) On November 4, 1999, Registrant notified Trout,
Ebersole & Groff, LLP, of its decision to retain
Ernst & Young, LLP as its independent public
accountant for the examination of its financial
statements for the fiscal year ending December 31,
2000.
(b) During the last two most recent fiscal years and
interim periods, there were no disagreements with
Trout, Ebersole & Groff, LLP on matters of
accounting principles or practices, financial
statement disclosure, or auditing scope or
procedure which agreement(s) if not resolved to
the satisfaction of Trout, Ebersole & Groff, LLP
would have caused them to make reference to the
subject matter of the disagreement(s) in
connection with their report. In addition, during
this period, there have been no "reportable
events" with Trout, Ebersole & Groff, LLP as
described in Item 304(a)(1)(i)-(v) of Regulation
S-K.
(d) A copy of Trout, Ebersole & Groff, LLP's letter
directed to the Securities and Exchange Commission
is attached as an exhibit to this Current Report
on Form 8-K.
(e) The change in independent public accountants was
recommended by the Audit Committee of the Board of
Directors and approved by the Board of Directors
on October 26, 1999.
(f) On November 4, 1999, Registrant and Ernst &
Young, LLP entered into an Engagement Letter
retaining Ernst & Young, LLP as independent public
accountants for the examination of Registrant's
financial statements for the fiscal year ending
December 31, 2000.
(g) During the last two most recent calendar years and
through the date of this Current Report,
Registrant did not consult Ernst & Young, LLP on
either the application of accounting principles to
a completed or proposed specific transaction, or
on the type of audit opinion that might be
rendered on Registrant's financial statements.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
(i) Letter from Trout, Ebersole & Groff, LLP.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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 hereunto duly authorized.
STERLING FINANCIAL CORPORATION
(Registrant)
Dated: November 8, 1999 /s/ John E. Stefan
John E. Stefan, Chairman of the
Board, President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Page Number in
Manually Signed
Original
16
Letter from Trout, Ebersole &
Groff, LLP.
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<PAGE>
EXHIBIT 16
Letter from Trout, Ebersole & Groff, LLP
<PAGE>
Trout, Ebersole & Groff, LLP
Certified Public Accountants
1705 Oregon Pike
Lancaster, Pennsylvania 17601
(717) 569-2900
Fax (717) 569-0141
November 8, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Subject: Sterling Financial Corporation
Change in Certifying Accountants
Our File No: 99-202
Ladies and Gentlemen:
We were previously principal accountants for Sterling Financial
Corporation and its subsidiaries. We reported on the consolidated
financial statements of Sterling Financial Corporation and subsidiaries
as of December 31, 1998, December 31, 1997 and December 31,
1996. Sterling Financial Corporation notified us that, for the end
ending December 31, 2000, the corporation is engaging Ernst & Young, LLP as
its principal accountants and dismissing our firm
as its principal accountants.
We have read the corporation's statements included in Item 4 of its
Current Report on Form 8-K dated November 8, 1999, and we agree with such
statements, except that we are not in a position to agree or disagree with
the corporation's statement that the change was recommended by the audit
committee or approved by the Board of Directors that the corporation
entered into an engagement letter with Ernst & Young, LLP or that during
the last two most recent calendar years and through the date of the
Current Report, the corporation did not consult Ernst & Young, LLP
on either the application of accounting principles to a completed or
proposed specific transaction, or on the type of audit opinion that
might be rendered on the corporation's financial statements.
Sincerely,
/s/ Trout, Ebersole & Groff, LLP
Trout, Ebersole & Groff, LLP
Certified Public Accountants
Lancaster, Pennsylvania
November 8, 1999
