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): August 12, 2003
Pathfinder Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Federal 000-23601 16-1540137
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (315) 343-0057
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 12, 2003, the Audit Committee of the Board of Directors of Pathfinder
Bancorp, Inc. (the Registrant) approved a change in auditors. The Audit
Committee approved the engagement of Beard Miller Company LLP to serve as the
Company's independent public accountants and the dismissal of
PricewaterhouseCoopers LLP ("PwC") as the Registrant's independent public
accountants, effective immediately.
PwC performed audits of the consolidated financial statements for the two years
ended December 31, 2002 and 2001. Their reports on the financial statements 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, 2002 and from December 31, 2002 through
the effective date of the PwC termination, there have been no disagreements
between the Registrant and PwC on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused PwC
to make reference to the subject matter of such disagreements in connection with
their reports on the financial statements for such years.
During the two years ended December 31, 2002, and from December 31, 2002 until
the effective date of the dismissal of PwC, PwC did not advise the Registrant of
any of the following matters:
1. That the internal controls necessary for the Registrant to develop reliable
financial statements did not exist.
2. That information had come to PwC's attention that had lead 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
Registrant, or that information had come to PwC'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 statement
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 Registrant's financial statements and that, due to
its dismissal, PwC did not so expand the scope of its audit or conduct such
further investigation;
4. That information had come to PwC'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 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 registrant has requested that PwC furnish a letter to the SEC indicating
whether it agrees with the above statements. Such letter is attached hereto as
Exhibit 1.
During the two years ended December 31, 2002, and from December 31, 2002 through
the engagement of Beard Miller Company LLP as the Registrant's independent
accountant, neither the Registrant nor anyone on its behalf had consulted Beard
Miller Company LLP with respect to any accounting, auditing or financial
reporting issues involving the Registrant. In particular, there was no
discussion with the Registrant regarding the application of accounting
principles to a specified transaction, the type of audit opinion that might be
rendered on the financial statement, or any related item.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
1. Letter of PricewaterhouseCoopers LLP dated August 19, 2003.
Exhibit 1:
August 19, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Pathfinder Bancorp, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated August 19, 2003. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
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.
PATHFINDER BANCORP, INC.
Date: August 19, 2003 By: /s/ Thomas W. Schneider
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Thomas W. Schneider
President and Chief Executive
Officer