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): March 5, 1996
HOMETOWN BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16272 06-1199559
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
20 West Avenue, Darien, Connecticut 06820
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (203) 656-2265
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On March 5, 1996, Hometown Bancorporation, Inc., a Delaware
corporation (the "COMPANY"), notified Price Waterhouse LLP that Price
Waterhouse LLP was dismissed as the Company's independent accountants
for the fiscal year ending December 31, 1996. The Company noted that
Price Waterhouse LLP will complete its audit of the Company's financial
statements as of December 31, 1995 and for the year then ended and to
provide assistance to the Company in connection with its 1995 tax
reporting obligations. The decision to dismiss Price Waterhouse LLP as
the Company's independent accountants for the year ending December 31,
1996 was approved by the Board of Directors of the Company upon the
recommendation of the Audit Committee of the Board of Directors.
The reports of Price Waterhouse LLP on the financial statements of
the Company for the fiscal years ended December 31, 1995 and 1994 did
not contain an adverse opinion or a disclaimer of opinion, and such
reports were not, and are not anticipated to be, qualified or modified
as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 1995 and 1994 and the
period from January 1, 1996 through March 5, 1996, there were no
disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreement, if not resolved to the
satisfaction of Price Waterhouse LLP, would have caused Price Waterhouse
LLP to make a reference to the subject matter of the disagreement in its
report on the financial statements for such years.
During the fiscal years ended December 31, 1995 and 1994 and the
period from January 1, 1996 through March 5, 1996, there were no
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K
except as set forth below.
On August 25, 1995 the Audit Committee of the Company concluded its
investigation of accounting errors and irregularities which were
initially discovered in July 1995. Based upon the findings of the
investigation, the Board of Directors of the Company has concluded that
the errors and irregularities resulted from the activities of a former
employee who manipulated records and circumvented controls. The results
of such actions required the restatement of financial statements for the
years ended December 31, 1992 through 1994. In connection with such
restatements, Price Waterhouse LLP idendified certain material
weaknesses in the Company's internal controls. The material weaknesses
noted related to the lack of segregation of duties by a former officer
of the Company and lack of control over the input of entries into the
general ledger. Such matters were summarized and reported to the
Company's Audit Committee by Price Waterhouse LLP. The Company has
authorized Price Waterhouse LLP to respond to any and all inquiries by
its succssor accountants concerning the subject matter of such
reportable event.
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(b) Simultaneously with the dismissal of Price Waterhouse LLP, the
Company has retained KPMG Peat Marwick LLP as its independent
accountants for the fiscal year ending December 31, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16. Letter from Price Waterhouse LLP to the Securities
and Exchange Commission, dated March 8, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HOMETOWN BANCORPORATION, INC.
Date: March 12, 1995 By:/S/ KEVIN E. GAGE
-----------------------------------
Kevin E. Gage
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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16 Letter from Price Waterhouse LLP to the
Securities and Exchange Commission dated
March 8, 1996.
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1177 Avenue of the Americas Telephone 212 596 7000
New York, NY 10036 Facsimile 212 596 8910
EXHIBIT 16
PRICE WATERHOUSE LLP
March 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
HOMETOWN BANCORPORATION, INC.
-----------------------------
We have read Item 4 of Hometown Bancorporation, Inc.'s Form 8-K dated
March 5, 1996 and are in agreement with the statements contained in
paragraph 4(a) therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
