FIRST NATIONAL BANCORP, INC. [LOGO]
78 N. Chicago Street
Joliet, Illinois 60431
October 4, 1996 Telephone 815 726-4371
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 1, 1996, the Registrant dismissed the firm of McGladrey & Pullen, LLP
(M&P) as independent certified public accountants of the Registrant.
The change in independent certified accountants was approved by the Board of
Directors.
M&P performed audits of the financial statements for the two years ended
December 31, 1995 and 1994. Their reports 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.
During the two years ended December 31, 1995, and from December 31, 1995 through
the effective date of the M&P termination, there have been no disagreements
between the Registrant and M&P on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope of procedure, which
disagreements would have caused M&P to make reference to the subject matter of
such disagreements in connection with its report.
During the two years ended December 31, 1995, and from December 31, 1995 until
the effective date of the dismissal of M&P, M&P did not advise the Registrant of
any of the following matters:
1. That the internal controls necessary for the Registrant to develop reliable
financial statements did not exist;
2. That the information had come to M&P's attention that had led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by
management;
3. That there was a need to expand significantly the scope of the audit of the
Registrant, or that information had come to M&P's attention that if further
investigated: (i) may materially impact the fairness or reliability of
either a previously-issued audit report or underlying financial statements,
or the financial statements issued or to be issued covering the fiscal
periods 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) may cause it be unwilling to rely on management's representation or be
associated with the Registrant's financial statements and that, due to its
dismissal, M&P did not so expand the scope of its audit or conduct such
further investigation;
That the information had come to M&P's attention that it had concluded
materially impacted the fairness or reliability of either: (i) a previously-
issued audit report or the underlying financial statements, or (ii) 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, unless resolved to the accountant's
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements), or that, due to its dismissal, there were no such
unresolved issues as of the date of its dismissal.
On October 1, 1996, the Registrant engaged the firm of Crowe, Chizek and Company
LLP as independent certified accountants for the Registrant.
During the two years ended December 31, 1995, and from December 31, 1995 through
the engagement of Crowe, Chizek and Company LLP as the Registrant's independent
accountant, neither the Registrant nor anyone on its behalf had consulted Crowe,
Chizek and Company LLP with respect to any accounting or auditing issues
involving the Registrant. In particular, there were no discussions with the
Registrant regarding the application of accounting principles to a specified
transaction, the type of audit that might be rendered on the financial
statements, or any related item.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
1. Letter of M&P dated October 1, 1996
[LOGO]
FIRST NATIONAL PLAZA, JOLIET, ILLINOIS 60431
[LETTERHEAD]
October 1, 1996
Mr. Jack Podlesny
Senior Vice President
First National Bancorp, Inc.
78 North Chicago St.
Joliet, Illinois 60431
Dear Mr. Podlesny
This is to confirm that the client-auditor relationship between First National
Bancorp, Inc. (Commission File Number 0-15123) and McGladrey & Pullen, LLP,
independent accountants, has ceased.
Sincerely,
McGLADREY & PULLEN, LLP
/s/ Tim Martin
Timothy J. Martin, Partner
c: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Suite 300 Worldwide
1699 East Woodfield Road Services
Schaumburg, Illinois 60173-4969 Through
(847)517-7070 FAX (847)517-7067 RSM International