SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Date of Report (Date of earliest event reported) March 13, 2003
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DCB Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 0-22387 31-1469837
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
110 Riverbend Avenue, Lewis Center, Ohio 43035
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (740) 657-7000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 20, 2003, Registrant filed a Current Report on Form 8-K making the
following disclosures:
(a) On March 13, 2003 the Audit Committee of the Board of
Directors of DCB Financial Corp. ("DCB" or the "Corporation"), upon
authority delegated to it by the Corporation's Board of Directors,
dismissed Crowe, Chizek and Company LLP, ("Crowe Chizek") as the
Corporation's independent public accountant for all periods commencing
on or after January 1, 2003, and engaged the firm of Grant Thornton,
LLP as its new independent public accountant, effective for the fiscal
year beginning January 1, 2003.
(b) Crowe Chizek's report on the consolidated financial
statements of the Corporation for the fiscal year ended December 31,
2001 did not contain an adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope or
accounting principles. Disclosures regarding the existence of any
adverse opinion or disclaimer of opinion in connection with, or any
qualification or modification of, the report on the Corporation's
consolidated financial statements for the most recent fiscal year will
be submitted as an amendment to this Current Report on Form 8-K
subsequent to the issuance by Crowe Chizek of such report. During the
fiscal years ended December 31, 2001 and December 31, 2002, as well as
during the subsequent interim period ending on March 13, 2003, there
were no disagreements between the Corporation and Crowe Chizek 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 Crowe Chizek, would have caused it to
make reference to the subject matter of the disagreement in connection
with its reports. During the fiscal years ended December 31, 2001 and
December 31, 2002, and the subsequent interim period through March 13,
2003, there were no reportable events as defined in Item 304(a)(1)(v)
of SEC Regulation S-K.
(c) During DCB's two most recent fiscal years ended December
31, 2001, and December 31, 2002, and the subsequent interim period
through March 13, 2003, the Corporation did not consult with Grant
Thornton, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of SEC Regulation S-K.
.
In addition, the Current Report on Form 8-K filed by the Registrant on
March 20, 2003 also indicated that the letter of Crowe Chizek to the Commission
stating whether Crowe Chizek agrees with the statements made by Registrant in
the Current Report on Form 8-K filed on March 20, 2003, and the respects, if
any, in which it does not agree with Registrant's statements, would be filed as
part of an amendment to said report. Exhibit No. 16.1, filed herewith, sets
forth the letter of Crowe Chizek to the Commission stating whether Crowe Chizek
agrees with the statements made by Registrant in the report on Form 8-K, as it
was filed on March 20, 2003, and the respects, if any, in which Crowe Chizek
does not agree with Registrant's statements in such Report on Form 8-K.
Subsequent to the filing of Registrant's Current Report on Form 8-K on
March 20, 2003, Crowe Chizek issued its report on the consolidated financial
statements of the Corporation for the fiscal year ended December 31, 2002. Crowe
Chizek's report on the consolidated financial statements of the Corporation for
the fiscal year ended December 31, 2002 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. Exhibit No. 16.2, filed herewith, sets
forth the letter of Crowe Chizek to the Commission stating whether Crowe Chizek
agrees with the statements made by Registrant in the report on Form 8-K/A, as it
was filed on March 31, 2003, and the respects, if any, in which Crowe Chizek
does not agree with Registrant's statements in such Report on Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit
Number Description of Exhibit
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16.1 Letter of Crowe Chizek regarding the disclosures by Registrant in its
Current Report on Form 8-K, as filed with the Commission on March 20,
2003.
16.2 Letter of Crowe Chizek regarding the disclosures by Registrant in its
Current Report on Form 8-K/A, as filed with the Commission on March 31,
2003.
SIGNATURE
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 authorized.
Dated: April 3, 2003
/s/ Jeffrey T. Benton
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Jeffrey T. Benton
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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16.1 Letter of Crowe Chizek regarding the disclosures by Registrant in its
Current Report on Form 8-K, as filed with the Commission on March 20,
2003.
16.2 Letter of Crowe Chizek regarding the disclosures by Registrant in its
Current Report on Form 8-K/A, as filed with the Commission on March 31,
2003.