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):
September 25, 2002 (September 18, 2002)
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RURBAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
OHIO 0-13507 34-1395608
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
401 Clinton Street, Defiance, Ohio 43512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 783-8950
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Index to Exhibits is on Page 5.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 18, 2002, the Registrant's Board of Directors
dismissed Crowe, Chizek and Company LLP ("Crowe") as the Registrant's
principal accountants, to be effective as of November 15, 2002.
Crowe's reports on the Registrant's financial statements for the two
most recent fiscal years ended December 31, 2000 and December 31, 2001
did not contain any adverse opinion or disclaimer of opinion nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was
recommended and approved by the Audit Committee of the Registrant and
by its Board of Directors. During the Registrant's two most recent
fiscal years ended December 31, 2000 and 2001 and subsequent interim
periods, preceding the dismissal, there were no disagreements with
Crowe 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, would
have caused them to make reference to the subject matter of the
disagreement in connection with their report. No "reportable events"
as defined in Item 304(a)(1)(v) of Regulation S-K occurred within the
Registrant's two most recent fiscal years and any subsequent interim
periods preceding Crowe's dismissal.
On September 18, 2002, the Registrant engaged BKD, LLP as its
principal accountants to audit the Registrant's financial statements
for the year ending December 31, 2002. During the Registrant's two
most recent fiscal years and any subsequent interim period prior to
engaging the new accountants, the Registrant did not consult with the
newly engaged accountants regarding any of the matters described in
Item 304(a)(2)(i) or (ii) of Regulation S-K.
The letter of Crowe required by Item 304(a)(3) of Regulation S-K is
filed as Exhibit 16 to this report.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None required.
(b) None required.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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16 Correspondence of Crowe, Chizek and Company
LLP dated September 20, 2002
99 Press Release of Registrant dated September 24,
2002
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not Applicable.
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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 hereunto duly authorized.
RURBAN FINANCIAL CORP.
Date: September 24, 2002 By: /s/ Richard C. Warrener
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Richard C. Warrener, Executive Vice
President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE NO.
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16 Correspondence of Crowe, *
Chizek and Company LLP
dated September 20, 2002
99 Press Release of Registrant *
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*Filed herewith
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