LAKELAND BANCORP INC
8-K/A, 1999-03-25
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   ----------

                                   FORM 8-K/A1
                                 Amendment No. 1

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 14, 1998



                             LAKELAND BANCORP, INC. 
             (Exact name of registrant as specified in its charter)


                                   New Jersey
                 (State or other jurisdiction of incorporation)


     33-27312                                            22-2953275             
(Commission File Number)                     (IRS Employer Identification No.)


                 250 Oak Ridge Road, Oak Ridge, New Jersey 07438
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 973-697-2000


                                 Not Applicable
          (Former name of former address, if changed since last report)


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountants.

          (a) Previous Independent Accountants.

          On December 14, 1998, the  Registrant's  Board of Directors  dismissed
its independent public accountants,  Radics & Co., LLC ("Radics"). The dismissal
became  effective on March 24, 1999,  upon the filing of Radics' report with the
Securities and Exchange  Commission as part of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.

          Radics' reports on the financial  statements of the Registrant for the
most recent two years for which such  reports have been issued do not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty,  audit scope or accounting  principles.  During the Registrant's
two most recent fiscal years ended December 31, 1998 and through March 24, 1999,
there have been no disagreements between the Registrant and Radics on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction of Radics would have caused them to make a reference to the subject
matter  of the  disagreement  in  connection  with  their  reports.  During  the
Registrant's  two most recent  fiscal years ended  December 31, 1998 and through
March 24, 1999, the Registrant has not been advised of any matters  described in
Item 304(a)(1)(v)(A) through (D) of Regulation S-K.

          Attached hereto as an exhibit is a letter from Radics addressed to the
Securities and Exchange  Commission  stating their  agreement with the foregoing
statements.

          (b) New Independent Accountants.

          The Registrant's Board of Directors solicited bids for the performance
of auditing  services for 1999. Bids were received from three accounting  firms,
including  Radics.  Based on a review of the competing  bids,  the  Registrant's
Board of Directors believed that the selection of Grant Thornton LLP would be in
the best interests of the Registrant.

          On December 14, 1998, the Registrant engaged Grant Thornton LLP as its
independent  public accountants to audit the Registrant's  financial  statements
beginning  with the financial  statements for the quarter ending March 31, 1999.
During the Registrant's two most recent fiscal years ended December 31, 1998 and
through  March 24,  1999,  neither  the  Registrant  nor  someone  on its behalf
consulted  with Grant  Thornton LLP regarding any of the matters  listed in Item
304(a)(2)(i)  and (ii) of Regulation  S-K.  Grant  Thornton LLP is currently the
public accountants for Metropolitan State Bank, a wholly-owned subsidiary of the
Registrant which was acquired by the Registrant in February 1998.

Item 7.   Financial Statements and Exhibits.

          Exhibit 16.1 Letter from Radics & Co., LLC dated March 24, 1999.

<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.

                                      LAKELAND BANCORP, INC.


                                      /s/ Arthur L. Zande       
                                      Arthur L. Zande, Executive Vice President


Dated:  March 24, 1999




                                  Exhibit 16.1


March 24, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

          We have had an opportunity to review the disclosures  made by Lakeland
Bancorp,  Inc. ("Lakeland") in its Amendment No. 1 to its current report on Form
8-K which is to be filed with the Securities and Exchange Commission ("SEC").

          Pursuant to Item  304(a)(3)  of  Regulation  S-K,  we are  required to
furnish  Lakeland with a letter  addressed to the SEC stating  whether or not we
agree with the statements  made by Lakeland in the 8-K regarding our replacement
as the independent  auditors of Lakeland,  and, if not,  stating the respects in
which we do not agree.

          We agree with the statements  made by Lakeland in Item 4(a) of the 8-K
regarding our replacement as the independent auditors of Lakeland.


Very truly yours,

/s/ Radics & Co., LLC

RADICS & CO., LLC

cc:  Lakeland Bancorp, Inc.



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