SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO FORM 8-K
Initial Report Date: September 21, 1998
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
AMENDMENT TO CURRENT REPORT
Date of Amended Report: September 29, 1998
PRIME BANCORP, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania
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(State of other jurisdiction of incorporation)
0-17286 23-2528428
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(Commission File Number) (I.R.S. Employer
Identification No.)
7111 Valley Green Road, Fort Washington, Pennsylvania 19034
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(Address of principal executive offices) (Zip Code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) On September 17, 1998, the Board of Directors of Prime
Bancorp, Inc. (the "Company") approved the appointment of Ernst &
Young LLP as its independent auditors for the fiscal year ending
December 31, 1998. The Company's independent accountant in prior
years was KPMG Peat Marwick LLP.
(b) The decision to change independent accountants was recommended
by the Company's management, approved by the Company's Audit
Committee and reviewed by its Board of Directors. Shareholders
will have the opportunity to ratify the change at the 1999 Annual
Meeting of Shareholders.
(c) The reports of KPMG Peat Marwick LLP on the Company's
financial statements for the past two fiscal years did not contain
an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles. In connection with the audits of the Company's
financial statements for each of the two fiscal years ended
December 31, 1997, and in the subsequent interim period, there were
no disagreements with KPMG Peat Marwick LLP on any matters of
accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the
satisfaction of KPMG Peat Marwick LLP, would have caused KPMG Peat
Marwick LLP to make reference to the matter in their report.
(d) During the two most recent fiscal years and through September
21, 1998, there have been no reportable events as defined in
Regulation S-K Item 304 (a) (1) (v).
(e) During the fiscal years ended December 31, 1997 and 1996 and
the subsequent interim periods preceding the decision to change
independent accountants, neither the Company nor anyone on its
behalf consulted Ernst & Young LLP regarding either the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a
written report nor oral advice was provided to the Company by Ernst
& Young LLP.
(f) The Company has requested KPMG Peat Marwick LLP to furnish a
letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of the letter
dated September 21, 1998 is filed as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(i) Letter from KPMG Peat Marwick LLP pursuant to
Item 304 (a) (3) of Regulation S-K.
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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 thereunto
duly authorized.
Date: September 30, 1998 /s/ James J. Kelly
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James J. Kelly
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
16 Letter from KPMG Peat Marwick LLP
pursuant to Item 304 (a) (3) of
Regulation S-K
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(KPMG Peat Marwick LLP Logo)
1600 Market Street Telephone 215-299-3100 Telefax 215-299-3150
Philadelphia, PA 19103-7212 Telex 497-3852
September 24, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Prime Bancorp, Inc.,
and, under the date of January 16, 1998, we reported on the
consolidated financial statements of Prime Bancorp, Inc. and
subsidiaries as of and for the years ended December 31, 1997 and
1996. On September 17, 1998, our appointment as principal
accountants was terminated. We have read Prime Bancorp's
statements included under Item 4 of its Form 8-K dated September
21, 1998, and we agree with such statements, except that (i) we are
not in a position to agree or disagree with Prime Bancorp, Inc.'s
statement that the change was approved by the audit committee and
reviewed by its board of directors and that shareholders will have
an opportunity to ratify the change at the 1999 annual meeting of
shareholders; (ii) we are not in a position to agree or disagree
with Prime Bancorp, Inc.'s statement that Ernst & Young LLP was not
engaged regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be
rendered on Prime Bancorp, Inc.'s financial statements and (iii) we
are not aware of the existence of a condition required to be
reported under Item 304(a)(1)(v) of Regulation S-K and therefore,
we take no position with respect to Prime Bancorp, Inc.'s
statements contained in paragraph (d) of Item 4.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
