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 and Exchange Act of 1934
Date of Report: June 25, 2002
Date of earliest event reported: June 18, 2002
Commission File No. 0-10587
FULTON FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its charter)
Pennsylvania 23-2195389
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
One Penn Square, P.O. Box 4887, Lancaster, PA 17604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(717) 291-2411
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Item 4. Changes in Registrant's Certifying Accountants
On June 18, 2002 Fulton Financial Corporation ("Fulton") dismissed its
independent accountants, Arthur Andersen LLP ("Andersen") and appointed KPMG,
LLP ("KPMG") as its new independent accountants, each effective immediately. On
April 16, 2002, Fulton announced that it had determined not to renew the
engagement of Andersen and would be seeking proposals from independent
accountants to audit Fulton's financial statements for the fiscal year ending
December 31, 2002. Andersen continued to provide services to Fulton following
the announcement that its engagement would not be renewed. The decisions to
dismiss Andersen and to engage KPMG were approved by Fulton's Board of Directors
upon the recommendation of its Audit Committee. Andersen's report on Fulton's
2001 financial statements was issued in March, 2002, in conjunction with the
filing of Fulton's Annual Report on Form 10-K for the year ended December 31,
2001.
During Fulton's two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through June 18, 2002, there were no disagreements
between Fulton and Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Andersen's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within Fulton's two most recent fiscal years and the subsequent
interim period through June 18, 2002.
The audit reports of Andersen on the consolidated financial statements of Fulton
and subsidiaries as of and for the fiscal years ended December 31, 2001 and 2000
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated June 25,
2002, stating that it has found no basis for disagreement with such statements.
During the years ended December 31, 2001 and 2000 and the subsequent interim
period through the date of this Form 8-K, neither Fulton nor anyone on its
behalf consulted KPMG regarding any of the matters or reportable events listed
in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant
SIGNATURE
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.
FULTON FINANCIAL CORPORATION
By: /s/ Charles J. Nugent
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Charles J. Nugent
Senior Executive Vice President
and Chief Financial Officer
Date: June 25, 2002