SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 7, 2003
Sandy Spring Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Maryland 0-19065 52-1532952
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Number)
17801 Georgia Avenue, Olney, Maryland 20832
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 301.774.6400
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On April 7, 2003, Sandy Spring Bancorp, Inc. ("Bancorp")
dismissed Stegman & Company ("Stegman"), which had previously
served as independent accountants for Bancorp.
(ii) The reports of Stegman on the consolidated financial
statements of Bancorp as of and for the fiscal years ended
December 31, 2001 and December 31, 2002, contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles.
(iii) The change in independent accountants was recommended by
Bancorp's Audit Committee and approved by Bancorp's Board of
Directors.
(iv) In connection with its audit for the fiscal years ended
December 31, 2002 and 2001, and in the interim period from
January 1, 2003 through April 7, 2003, there were no
disagreements with Stegman 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 Stegman, would have caused
Stegman to make reference to such disagreements in its report
on the consolidated financial statements for such years.
(v) During the fiscal years ended December 31, 2001 and 2002,
and in the interim period from January 1, 2003 through April
7, 2003, there were no "reportable events" as that term is
defined in Item 304(a)(1)(v) of Regulation S-K of the
Securities and Exchange Commission (the "SEC").
(vi) Bancorp has requested that Stegman furnish it with a
letter addressed to the SEC stating whether or not Stegman
agrees with the above statements. A copy of this letter, dated
April 9, 2003, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants.
On April 7, 2003, Bancorp engaged McGladrey & Pullen, LLP ("M&P") as
its new independent accountants. The engagement of M&P was recommended
by Bancorp's Audit Committee and approved by Bancorp's Board of
Directors. During the fiscal years ended December 31, 2001 and 2002,
and in the interim period from January 1, 2003 through April 7, 2003,
Bancorp has not consulted with M&P regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on Bancorp's financial
statements, and neither a written report was provided to
Bancorp nor oral advice was provided that M&P concluded was an
important factor considered by Bancorp in reaching a decision
as to any such accounting, auditing, or financial reporting
issue; or
(ii) any matter that was either the subject of a
"disagreement," as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a "reportable event," as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits.
16 Letter of Stegman & Company pursuant to Item 304(a)(3) of
Regulation SK
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.
SANDY SPRING BANCORP, INC.
By: /s/ Hunter R. Hollar
----------------------------------------------------
Hunter R. Hollar, President, Chief Executive Officer
Dated: April 10, 2003