SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 7, 2002
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Prestige Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 000-20715 25-1785128
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
710 Old Clairton Road, Pleasant Hills, PA 15236
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 655-1190
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Reasons for Report:
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
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Prestige Bancorp, Inc. (the "Registrant") announces
today that the Registrant has received a letter dated July 29, 2002,
from the Securities and Exchange Commission ("SEC") that informs the
Registrant that Arthur Andersen LLP ("Andersen"), the outside auditing
firm for the Registrant, has notified the SEC that Andersen is unable
to perform future audit services for the Registrant and that the audit
relationship between Andersen and the Registrant is effectively
terminated.
The Registrant will send a copy of this 8-K Current
Report to the main office of Andersen in Chicago for review and comment
contemporaneously with the filing of this report and the Registrant
will supplement this Current Report with any response from Andersen to
this Current Report. However, the Registrant has been advised verbally
that Andersen will not respond to any such request for a review and
comment on the filing of an 8-K concerning the effective termination of
Andersen as the auditor of the Registrant.
On February 7, 2002, Northwest Bancorp, Inc., the
holding company for Northwest Savings Bank, and the Registrant (and
certain affiliated entities) entered into a definitive agreement under
which Northwest Bancorp and Northwest Savings Bank would acquire the
Registrant and Prestige Bank, FSB (the "Bank"), the wholly owned
subsidiary of the Registrant, respectively. Due diligence has been
completed. The shareholders of the Registrant have approved this
transaction. The Registrant and Northwest Bancorp are in the process of
obtaining regulatory approval from all applicable banking regulators to
complete the merger. To date, the merger has been approved with the
Pennsylvania State Department of Banking and more recently by the FDIC.
The application to approve the merger has been filed with the Office of
Thrift Supervision ("OTS") and is now being reviewed with the OTS, the
last banking agency from which such approval must be obtained. Subject
to approval by all of the applicable regulatory authorities, the merger
transaction is expected to be completed before the close of the third
quarter 2002 and in connection therewith the Registrant and the Bank
will be merged out of existence. The Registrant will not hire a new
auditor unless the merger does not close before the end of the third
quarter 2002.
The Bank is a federally chartered stock savings bank
with its corporate office in Pleasant Hills, Pennsylvania, and branch
offices in Mt. Oliver, Pleasant Hills, Bethel Park and Elizabeth,
Pennsylvania. It has been in existence since 1935. The Registrant's
common stock is traded on the over-the-counter market with quotations
available through NASDAQ under the symbol "PRBC".
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: August 7, 2002
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Registrant: PRESTIGE BANCORP, INC.
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Signature: /s/ Mark R. Schoen
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Title: Chairman, CEO and President
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