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):
August 18, 1997
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HARBOR BANKSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
Maryland 0-20990 52-1786341
<S> <C> <C> <C>
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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25 West Fayette Street
Baltimore, Maryland 21201
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(Address of principal executive offices) (Zip Code)
(410) 528-1800
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(Registrant's telephone number)
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Item 4. Changes in Registrant's Certifying Accountant.
Harbor Bankshares Corporation (the "Company") has engaged the firm of
Coopers & Lybrand L.L.P. as its new independent accountants. The decision to
hire new independent accountants was recommended by the Audit Committee of the
Board of Directors of the Company on July 16, 1997 and approved by the Company's
Board of Directors on August 13, 1997. Previously, Ernst & Young LLP served as
the independent accountants for the Company. Coopers & Lybrand L.L.P. will
complete the audit for the fiscal year ended December 31, 1997.
In connection with the audits of the two fiscal years ended December
31, 1995 and 1996 and the subsequent interim period through August 13, 1997,
there were no disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement and disclosure, or audit scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
In accordance with Item 304(a)(1)(v) of Regulation S-K, during the two
most recent fiscal years and the subsequent interim period, the Company has not
been advised by Ernst & Young LLP of any of the reportable events listed in Item
304(a)(1)(v)(A) through (D) and during such period the Company has not consulted
with Ernst & Young LLP regarding any matter referenced under Item 304(a)(2) of
Regulation S-K.
The audit reports of Ernst & Young LLP on the consolidated financial
statements of the Company of and for the fiscal years ended December 31, 1995
and 1996, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
The Company has requested that Ernst & Young LLP furnish it with a
letter, addressed to the Securities and Exchange Commission (the "Commission"),
stating whether it agrees with the statements made by the Company in response to
this Item 4 and, if not, stating the respects in which it does not agree. A copy
of Ernst & Young LLP's letter to the Commission is attached as Exhibit 16 to
this Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16. Letter from Ernst & Young LLP dated August 18, 1997.
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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: August 18, 1997 HARBOR BANKSHARES CORPORATION
By: /s/ Teodoro J. Hernandez
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Teodoro J. Hernandez
Treasurer
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ERNST & YOUNG LLP
August 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read Item 4 of Form 8-K dated August 18, 1997, of Harbor Bankshares
Corporation and are in agreement with the statements contained in paragraphs two
through five on page one therein. We have no basis to agree or disagree with
other statements of the registrant contained herein.
/s/ Ernst & Young LLP
