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: September 21, 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)
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.
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 21, 1998 /s/ James J. Kelly
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James J. Kelly
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
16 Letter from KPMG Peat Marwick LLP pursuant to Item 304 (a)
(3) of Regulation S-K