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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
September 30, 1999
Commission file number 1-12753
Fidelity Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3915246
(State of Incorporation) (I.R.S. Employer Identification No.)
5455 W. Belmont, Chicago, Illinois, 60641
(Address of principal executive offices)
(773) 736-4414
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On Monday, September 20, 1999, Fidelity Bancorp, Inc., a Delaware corporation
(the "Company"), decided to engage Crowe, Chizek and Company LLP ("Crowe
Chizek") as its independent auditors for the fiscal year ending September 30,
2000. The Company has notified KPMG LLP ("KPMG") that the auditor-client
relationship will cease upon completion of the audit of the Company's financial
statements as of and for the year ended September 30, 1999 and the issuance of
our report thereon. The decision to dismiss KPMG and engage new auditors was
recommended by the Company's Audit Committee and was approved by the Company's
Board of Directors based on a periodic review by the Company of its accounting
and tax service providers.
The reports of KPMG on the Company's consolidated financial statements for the
years ended September 30, 1998 and September 30, 1997 did not contain an
adverse opinion or a disclaimer of opinion, and the reports were not qualified
or modified as to uncertainty, audit scope or accounting principles.
During the two years ended September 30, 1998 and September 30, 1997 and the
interim period October 1, 1998 through September 28, 1999 (the date of the
notification of dismissal of KPMG), there were no disagreements with KPMG on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference to the matter in
their report.
In connection with the audits of the Company's consolidated financial
statements for each of the two years ended September 30, 1998 and September 30,
1997:
(a) KPMG did not advise the Company that the internal controls necessary for
the Company to develop reliable financial statements do not exist;
(b) KPMG did not advise the Company that information had come to the attention
of KPMG that had led it to no longer be able to rely on the Company's
management representations, or that had made KPMG unwilling to be
associated with the financial statements prepared by the Company's
management;
(c) KPMG did not advise the Company that KPMG would need to expand
significantly the scope of its audit, or that information had come to the
attention of KPMG during such time period that if further investigated may
(i) materially impact the fairness or reliability of either a previously
issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by
an audit report (including information that may prevent it from rendering
an unqualified audit report on those financial statements) or (ii) cause
KPMG to be unwilling to rely on the Company's management representations or
to be associated with the Company's consolidated financial statements; and
(d) KPMG did not advise the Company that information had come to the attention
of KPMG of the type described in subparagraph (c) above, the issue not
being resolved to the satisfaction of KPMG prior to its dismissal.
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The Company has provided KPMG with a copy of this report and has requested KPMG
to furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made herein. Attached
as Exhibit 16 to this Form 8-K is a copy of KPMG's letter.
Upon completion of KPMG's audit of the Company's September 30, 1999
consolidated financial statements and Crowe Chizek's completion of certain
routine procedures, the Company will enter into an agreement with Crowe Chizek
that will provide for, among other things, the engagement of Crowe Chizek as
the independent accounting firm that will audit the consolidated financial
statements of the Company for the fiscal year ending September 30, 2000.
During the Company's fiscal years ended September 30, 1998 and September 30,
1997 and the subsequent period prior to engaging Crowe Chizek, the Company (or
anyone on the Company's behalf) did not consult Crowe Chizek regarding:
(i) 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 as such
no written report was provided to the Company and no oral advice was
provided that the new accountant concluded was an important factor
considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue, or:
(ii) any matter that was either the subject of disagreement or a reportable
event.
At the Company's Annual Meeting to be held in January 2000, shareholder will be
asked to approve the appointment of Crowe Chizek as the Company's independent
public accountants to conduct the audit for the ending September 30, 2000. If
the appointment of Crowe Chizek is not ratified, the matter of the appointment
of independent public accountant will be considered by the Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
(16) Letter of KPMG LLP regarding change in certifying accountant.
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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 hereunto duly authorized.
FIDELITY BANCORP., INC.
Dated: September 30, 1999 /s/ RAYMOND S. STOLARCZYK
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Raymond S. Stolarczyk
Chairman and Chief Executive Officer
KPMG LLP
303 East Wacker Drive
Chicago, Illinois 60601-5212
September 29, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentleman:
We were previously principal accountants for Fidelity Bancorp, Inc. (the
Company) and, under the date of October 23, 1998 we reported on the
consolidated financial statements of the Company as of and for the years ended
September 30, 1998 and 1997. On September 28, 1999, we were notified that the
Company intends to engage Crowe, Chizek and Company LLP as its principal
accountants for the fiscal year ending September 30, 2000 and the
client-auditor relationship with KPMG LLP will cease upon completion of the
audit of the Company's consolidated financial statements as of and for the year
ended September 30, 1999 and the issuance of our report thereon. We have read
the Company's statements included under Item 4 of its Form 8-K dated September
29, 1999, and we agree with such statements, except that we are not in a
position to agree or disagree with the Company's statement that (1) the change
was recommended by the audit committee of the board of directors and approved
by the Board of Directors, (2) the Company intends to engage Crowe, Chizek and
Company LLP as principal accountants for the year ending September 30, 2000,
and (3) Crowe, Chizek and Company 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 Fidelity Bancorp, Inc.'s consolidated
financial statements.
Very truly yours,
KPMG LLP
