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
May 24, 2004
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(Date of earliest event reported)
CFS Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-24611 35-2042093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
707 Ridge Road, Munster, Indiana 46321
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(Address of principal executive offices) (Zip Code)
(219) 836-5500
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(Registrant's telephone number, including area code)
Not Applicable
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Item 4. Changes in Registrant's Certifying Accountant
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On May 24, 2004, the Audit Committee of the Board of Directors of CFS
Bancorp, Inc. ("the Company") notified Crowe Chizek and Company LLC that they
have been engaged to serve as the Company's independent public accountants,
and notified Ernst & Young LLP that they have been dismissed as the Company's
independent public accountants, effective immediately. The appointment of
Crowe Chizek and Company LLC and the dismissal of Ernst & Young LLP were
effected by the Audit Committee.
Ernst & Young LLP performed audits of the Company's consolidated
financial statements for the years ended December 31, 2003 and 2002. Ernst &
Young LLP's 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, 2003, and from December 31, 2003
through the effective date of Ernst & Young LLP's termination, there have been
no disagreements between the Company and Ernst & Young LLP on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope or procedure, which disagreements would have caused Ernst & Young LLP
to make reference to the subject matter of such disagreements in connection
with its report. None of the "reportable events" described in Item 304(a)(1)
(v) of Regulation S-K promulgated by the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, have
occurred during the two years ended December 31, 2003, or through the
effective date of Ernst & Young LLP's termination.
During the two years ended December 31, 2003, and from December 31, 2003
until the effective date of their dismissal, Ernst & Young LLP did not advise
the Company of any of the following matters:
1. That the internal controls necessary for the Company to
develop reliable financial statements did not exist;
2. That information had come to Ernst & Young LLP'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 Company or that information had come to Ernst &
Young LLP'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
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information that may prevent it from rendering an unqualified
audit report on those financial statements) or (ii) may cause
it to be unwilling to rely on management's representation or
be associated with the Company's financial statements and that,
due to its dismissal, Ernst & Young LLP did not so expand the
scope of its audit or conduct such further investigation;
4. That information had come to Ernst & Young LLP'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.
The Company requested that Ernst & Young LLP furnish it with a letter
addressed to the SEC stating whether or not Ernst & Young LLP agreed with the
statements made by the Company set forth above, and if not, stating the
respects in which Ernst & Young LLP did not agree. The Company provided Ernst
& Young LLP with a copy of the foregoing disclosures. Ernst & Young LLP has
furnished a letter addressed to the SEC dated May 25, 2004, stating that it
agrees with the above statements, a copy of which is attached hereto as
Exhibit 16.
During the two years ended December 31, 2003 and from December 31, 2003
through engagement of Crowe Chizek and Company LLC as the Company's independent
accountant, neither the Company nor anyone on its behalf has consulted Crowe
Chizek and Company LLC with respect to any accounting or auditing issues
involving the Company. In particular, there was no discussion with the Company
regarding the application of accounting principles to a specified transaction,
the type of audit opinion that might be rendered on the financial statements,
or any matter that was either the subject of a disagreement with Ernst & Young
LLP on accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which, if not resolved to the satisfaction of
Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to
the matter in their report, or a "reportable event" as described in Item
304(a)(1)(v) of the Regulation S-K promulgated by the SEC.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
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The following exhibit is filed herewith.
Exhibit Number Description
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16 Letter of Ernst & Young LLP
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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.
CFS BANCORP, INC.
Date: May 26, 2004 By: /s/ Brian L. Goins
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Brian L. Goins
Vice President-Corporate Counsel