UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 28, 2020 (August 28, 2019)
AMERICAN NATIONAL INSURANCE CO
(Exact name of registrant as specified in its charter)
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Texas | | 001-34280 | | 74-0484030 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
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One Moody Plaza Galveston, Texas | | 77550-7999 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (409) 763-4661
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Trading Symbol | | Name of Each Exchange on which Registered |
Common Stock, Par Value $1.00 | | ANAT | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2019 (the “Original Form 8-K”) by American National Insurance Company (the “Company”).
| Item 4.01. | Changes in Registrant’s Certifying Accountant |
As announced in the Original Form 8-K, the Audit Committee of the Company’s Board of Directors approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020, subject to the execution of an engagement letter. The Audit Committee executed an engagement letter with Deloitte on March 4, 2020. KPMG LLP (“KPMG”) continued as the Company’s independent registered public accounting firm until the completion of the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2019 (“Fiscal 2019”) and the filing of the Company’s Annual Report on Form 10-K for Fiscal 2019, which occurred on February 28, 2020. As of such date, KPMG was dismissed as the Company’s independent registered public accounting firm with respect to the audit of the Company’s consolidated financial statements.
The audit reports of KPMG on the Company’s consolidated financial statements for the fiscal year ended December 31, 2018 (“Fiscal 2018”) and Fiscal 2019 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the change in the Company’s method of accounting for equity investments in 2018 due to the adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. During Fiscal 2018 and Fiscal 2019, and the subsequent interim periods through February 28, 2020, the effective date of KPMG’s dismissal, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of this Form 8-K/A and has requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of KPMG’s letter, dated March 5, 2020, is filed as Exhibit 16.1 to this Form 8-K/A.
During Fiscal 2018 and Fiscal 2019, and the subsequent interim periods through February 28, 2020, neither the Company nor anyone on its behalf has consulted with Deloitte regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| | 16.1 | | | Letter from KPMG LLP |
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| | 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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AMERICAN NATIONAL INSURANCE COMPANY |
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By: | | /s/ Timothy A. Walsh |
| | Timothy A. Walsh, Executive Vice President, |
| | CFO, Treasurer and ML and P&C Operations |
Date: March 5, 2020
