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): June 21, 2002
Saul Centers, Inc.
(Exact name of registrant as specified in its charter)
Maryland 1-12254 52-1833074
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814
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(Address of Principal Executive Offices) (Zip Code)
(301) 986-6200
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(Registrant's telephone number, including area code)
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 June 21, 2002, the Board of Directors of Saul Centers, Inc.
(the "Company"), upon the unanimous recommendation of its Audit Committee,
approved the dismissal of Arthur Andersen LLP ("Andersen") as the Company's
principal independent accountant and the engagement of Ernst & Young LLP ("Ernst
& Young") to serve as the Company's principal independent accountant to audit
the Company's financial statements for the year ending December 31, 2002.
Andersen's reports on the Company's consolidated financial
statements for each of the two most recent 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.
During the Company's two most recent fiscal years and through the
date hereof, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
reports; and there were no "reportable events," as defined in Item 304(a) (1)
(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated June
25, 2002, stating its agreement with such statements.
During the Company's two most recent fiscal years and through the
date hereof, the Company did not consult Ernst & Young with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events required to be disclosed under Items 304(a) (2) (i) and (ii)
of Regulation S-K.
Item 7 Financial Statements and Exhibits
(c) Exhibits
Exhibit 16 Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated June 25, 2002.
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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.
SAUL CENTERS, INC.
By: /s/ Scott V. Schneider
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Scott V. Schneider
Senior Vice President and
Chief Financial Officer
Dated: June 25, 2002
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter from Arthur Andersen to the Securities and Exchange
Commission dated June 25, 2002
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