SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 21, 2002
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
Florida 1-13660 59-2260678
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
815 Colorado Avenue, Stuart, FL 34994
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (772) 287-4000
Item 4. Changes in Registrant's Certifying Accountant
On May 21, 2002, the Board of Directors of Seacoast Banking Corporation of
Florida (the "Company"), upon the recommendation of the Company's Audit
Committee, approved the replacement of Arthur Andersen LLP ("Arthur Andersen")
as its independent public accountants and appointed PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as its new independent accountants.
Arthur Andersen's reports on the Company's financial statements for the
past two fiscal years ended December 31, 2001 and 2000 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2001
and 2000, and through the subsequent interim period ended May 21, 2002, there
were and have been no disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Arthur Andersen, would have caused them to make reference to the subject matter
of the disagreement in connection with their reports for such periods. None of
the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred
during the fiscal years ended December 31, 2001 and 2000 or during the
subsequent interim period through May 21, 2002.
The Company has provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 to this report is a copy of the letter
from Arthur Andersen dated May 24, 2002, stating Arthur Andersen's agreement
with these disclosures.
During the two most recent fiscal years ended December 31, 2000 and 2001,
and through May 21, 2002, the Company has not consulted with
PricewaterhouseCoopers regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Commission Regulation S-K.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed with this current report on Form 8-K.
Exhibit No. Description
16.1 Letter addressed to the Securities and Exchange
Commission from Arthur Andersen LLP, dated May 24, 2002.
99.1 Press Release dated May 23, 2002.
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.
SEACOAST BANKING CORPORATION OF FLORIDA
Date: May 24, 2002 By: /s/ William R. Hahl
William R. Hahl
Executive Vice President & CFO
EXHIBIT 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 24, 2002
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated May 21, 2002 of Seacoast
Banking Corporation of Florida to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
cc: Mr. William R. Hahl, Executive Vice President and CFO, Seacoast Banking
Corporation of Florida
EXHIBIT 99.1
SEACOAST ENGAGES PRICEWATERHOUSECOOPERS LLP
STUART, FL -- Seacoast Banking Corporation of Florida (NASDAQ-NMS: SBCFA),
a bank holding company whose principal subsidiary is First National Bank and
Trust Company of the Treasure Coast, today announced that its Board of
Directors, upon recommendation of its Audit Committee, approved the appointment
on May 21, 2002 of PricewaterhouseCoopers LLP as Seacoast's independent auditors
for 2002 to replace Arthur Andersen LLP. Arthur Andersen LLP provided Seacoast
with high quality auditing services and professionalism and Seacoast has valued
the relationship it has had with Arthur Andersen for the past 12 years.
Seacoast, with approximately $1.3 billion of assets, is one of the largest
independent commercial banking organizations in Florida. Seacoast is
headquartered on Florida's Treasure Coast, which is one of the wealthiest and
fastest growing areas in the nation.
This press release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.
Forward-looking statements include statements with respect to our beliefs,
plans, objectives, goals, expectations, anticipations, estimates and intentions
involve known and unknown risks, uncertainties and other factors, which may be
beyond our control, and which may cause the actual results, performance or
achievements of Seacoast Banking Corporation of Florida ("Seacoast" or the
"Company") to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. You should
not expect us to update any forward-looking statements.
You can identify these forward-looking statements through our use of words such
as "may", "will", "anticipate", "assume", "should", "indicate", "would",
"believe", "contemplate", "expect", "estimate", "continue", "point to",
"project", "may", "intend" or other similar words and expressions of the future.
These forward-looking statements may not be realized due to a variety of
factors, including, without limitation: the effects of future economic
conditions; governmental monetary and fiscal policies, as well as legislative
and regulatory changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan collateral,
securities, and interest sensitive assets and liabilities; interest rate risks;
the effects of competition from other commercial banks, thrifts, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market and other mutual funds and other
financial institutions operating in the Company's market area and elsewhere,
including institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and services by mail,
telephone, computer and the Internet; the failure of assumptions underlying the
establishment of reserves for possible loan losses, and the risks of mergers and
acquisitions, including, without limitation, the related costs, including
integrating operations as part of these transactions, and the failure to achieve
the expected gains, revenue growth and/or expense savings from such
transactions.
All written or oral forward-looking statements attributable to the Company are
expressly qualified in their entirety by this Cautionary Notice including,
without limitation, those risks and uncertainties, described in the Company's
annual report on Form 10- K for the year ended December 31, 2001 under "Special
Cautionary Notice Regarding Forward Looking Statements", and otherwise in the
Company's SEC reports and filings. Such reports are available upon request from
Seacoast, or from the Securities and Exchange Commission, including the SEC's
website at http://www.sec.gov.