UNITED STATES
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
Date of Report (Date of earliest event reported) April 5, 2005
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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)
Registrant's telephone number, including area code (219) 836-5500
____________________________
Not Applicable
______________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 Changes in Registrant's Certifying Accountant.
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On April 5, 2005 (the "Notice Date"), Crowe Chizek and
Company LLC ("Crowe Chizek") provided notice (the "Notice") to
the Audit Committee of the Board of Directors of CFS Bancorp,
Inc. ("the Company") that it declined to stand for re-appointment
as the independent registered public accounting firm for the
Company. Crowe Chizek stated in the Notice that it intends to
complete its work related to, and issue its report on, the
Company's internal controls over financial reporting as of
December 31, 2004.
Since its engagement on May 24, 2004 (the "Engagement
Date"), Crowe Chizek performed an audit of the Company's
consolidated financial statements for the year ended December 31,
2004. Crowe Chizek's report did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles.
There have been no disagreements between the Company and
Crowe Chizek on any matter of accounting principles or practice,
financial statement disclosure, or auditing scope or procedure,
which disagreements would have caused Crowe Chizek to make
reference to the subject matter of such disagreements in
connection with the issuance of its report on the Company's
financial statements.
During the year ended December 31, 2004, and from December
31, 2004 until the Notice Date, Crowe Chizek did not advise the
Company that any of the following "reportable events" (described
in Item 304(a)(1)(v) of Regulation S-K promulgated by the
Securities and Exchange Commission ("SEC") pursuant to the
Securities Exchange Act of 1934, as amended) occurred during such
period.
1. That the internal controls necessary for the
Company to develop reliable financial statements did
not exist;
2. That information had come to Crowe Chizek'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 Crowe Chizek'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 to be
unwilling to rely on management's representation or be
associated with the Company's financial statements; or
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4. That information had come to Crowe Chizek'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
Notice and declination to be re-appointed or for any
other reason, there were no such unresolved issues as
of the Notice Date.
The Company requested that Crowe Chizek furnish it with a
letter addressed to the SEC stating whether or not Crowe Chizek
agreed with the statements made by the Company set forth above,
and if not, stating the respects in which Crowe Chizek did not
agree. The Company provided Crowe Chizek with a copy of the
foregoing disclosures. Crowe Chizek has furnished a letter
addressed to the SEC dated April 8, 2005, stating that it agrees
with the above statements, a copy of which is attached hereto as
Exhibit 16.
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 on May 24, 2004, there were 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 the
issuance of its report. None of the "reportable events"
described in Item 304(a)(1)(v) of Regulation S-K promulgated by
the SEC pursuant to the Securities Exchange Act of 1934, as
amended, occurred during the two years ended December 31, 2003,
or through the effective date of Ernst & Young LLP's termination.
ITEM 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The following exhibit is filed herewith.
Exhibit Number Description
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16 Letter of Crowe Chizek and Company LLC
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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: April 8, 2005 By: /s/ Brian L. Goins
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Brian L. Goins
Vice President-Corporate Counsel
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