Mississippi 0-13089 64-0169065
- ------------------------- -------------------- -----------------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
One Hancock Plaza, 2510 14th Street,
Gulfport, Mississippi 39501
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(Address of principal executive offices) (Zip code)
(228) 868-4000
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(Registrant's telephone number, including area code)
Item 4. Changes in Registrant's Certifying Accountant
On January 20, 2004, Hancock Holding Company ("the Company") dismissed Deloitte & Touche LLP as its independent
auditors, after Deloitte &
Touche LLP completed its audit of the financial statements of the Company for the fiscal year ended December 31,
2003. The Audit Committee of the Board of Directors of the Company approved the decision to change auditors.
During the two fiscal years ended December 31, 2003 and 2002 and the interim period from January 1, 2004
to January 20, 2004, there were no disagreements between the
Company and Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte Touche LLP's
satisfaction, would have caused Deloitte Touche LLP to make a reference to the subject matter of the
disagreements in their reports on the financial statements for such years.
During the two most recent fiscal years and the interim period from January 1, 2004
to January 20, 2004, Deloitte & Touche LLP's reports on the financial statements of
the Company 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 most recent fiscal years and the interim period from January 1, 2004
to January 20, 2004, the Company did not consult with Deloitte & Touche LLP
regarding any of the matters or events set forth in Item 304(a)(1)(v) of Regulation S-K.
On January 20, 2004, the Board of Directors of the Company appointed
KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2004 and until
their successors are selected.
On January 22, 2004, the Company provided Deloitte & Touche, LLP with a copy of the
disclosures it made in connection with this matter, and requested
Deloitte & Touche, LLP to furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company
herein, and if not, stating the respects in which it does not agree. The letter
dated February 4, 2004 is attached hereto as Exhibit 99.2. Attached as Exhibit
99.1 is a letter dated January 27, 2004 confirming the termination of the
auditor-client relationship between Deloitte & Touche, LLP and Hancock Holding
Company.
On February 12, 2004 the Company provided Deloitte & Touche, LLP with a copy of the
disclosures it is making in connection with this amended Form 8-K to include the
interim period from January 1, 2004 to January 20, 2004, and requested Deloitte
& Touche, LLP to furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company
herein, and if not, stating the respects in which it does not agree. The letter
dated February 13, 2004 is attached hereto as Exhibit 99.3.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 13, 2004
HANCOCK HOLDING COMPANY
(Registrant)
By: /s/ Paul D. Guichet
--------------------------------
Paul D. Guichet
Vice President
Investor Relations
Exhibit 99.1 to Hancock Holding Company Form 8-K/A
January 27, 2004
Mr. Carl J. Chaney
Executive Vice President and
Chief Financial Officer
Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, Mississippi 39501
Dear Mr. Chaney:
This is to confirm that the client-auditor relationship between Hancock Holding
Company (Commission File No. 0-13089) and Deloitte & Touche LLP has ceased.
Yours truly,
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
LAT/mlm
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Also via fax (202/942-9656; Attn: SECPS/Mail Stop 11-3)
Exhibit 99.2 to Hancock Holding Company Form 8-K/A
February 4, 2004
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Hancock Holding Company's Form 8-K dated January 26,
2004, and we agree with the statements made therein.
Yours truly,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Exhibit 99.3 to Hancock Holding Company Form 8-K/A February 13, 2004 Securities and Exchange Commission Mail Stop 11-3 450 5th Street N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read Item 4 of Hancock Holding Company's amended Form 8-K dated February 13, 2004, and we agree with the statements made therein. Yours truly, /s/ Deloitte & Touche LLP Deloitte & Touche llp