FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
-----------------------
Date of Report: July 1, 2004
BAYLAKE CORP.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 001-16339 39-1268055
- ---------------------------- --------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
217 North Fourth Avenue, Sturgeon Bay, Wisconsin 54235
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(920) 743-5551
Item 4. Changes in Registrant's Certifying Accountant.
On July 1, 2004, with the consent of Baylake Corp. ("Baylake"), Smith &
Gesteland, LLP ("S&G") will resign as Baylake's independent public accountants.
The resignation is to be effective upon the filing of Baylake's 10-Q for the
quarter ended June 30, 2004. Also on July 1, 2004, Baylake accepted the
prospective resignation and appointed Crowe Chizek and Company LLC ("CC") as its
new independent accountants, effective upon S&G's resignation. The decision to
accept the resignation of S&G and to retain CC was made by Baylake's Audit
Committee. S&G will remain responsible for Baylake's independent public
accounting functions with respect to the second quarter of 2004 until the
related 10-Q is filed, after which time CC will assume that role. S&G has
indicated to Baylake that its decision to resign as independent auditor arose
from S&G's decision as a firm to phase out its representation of public
companies which are accelerated filers in the context of rapidly changing
obligations in connection with their audits.
S&G's reports on Baylake's consolidated financial statements as of and
for the fiscal years ended December 31, 2002 and 2003 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
During Baylake's two most recent fiscal years ended December 31, 2002
and 2003, and the subsequent interim period through July 1, 2004, there were no
disagreements between Baylake and S&G on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreements, if not resolved to S&G's satisfaction, would have caused S&G to
make reference to the subject matter of the disagreement in connection with its
reports. None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within Baylake's two most recent fiscal years ended
December 31, 2002 and 2003 or the subsequent interim period through July 1,
2004.
Baylake has provided S&G with a copy of the foregoing disclosures and
requested that S&G furnish Baylake with a letter addressed to the Securities and
Exchange Commission stating whether S&G concurs with the statements made herein
and, if not, stating the respects in which S&G does not agree. Attached as
Exhibit 16 is a letter from S&G, stating its concurrence with the statements.
During Baylake's two most recent fiscal years ended December 31, 2002
and 2003, and the subsequent interim period through July 1, 2004, neither
Baylake nor anyone acting on its behalf consulted with CC regarding any of the
matter or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
16 Letter of Smith & Gesteland, LLP regarding change in
certifying accountant
2
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.
Date: July 7, 2004 /s/ Steven D. Jennerjohn
------------------------
Steven D. Jennerjohn
Chief Financial Officer
3