SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
March 25, 2002
First Financial Bankshares, Inc.
(Exact Name of Registrant as Specified in Charter)
Texas 0-7674 75-0944023
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
400 Pine Street
Abilene, Texas 79601
(Address and Zip Code of Principal Executive Offices)
(915) 627-7155
(Registrant's telephone number, including area code)
Item 4. Changes to Registrant's Certifying Accountants.
On March 25, 2002, First Financial Bankshares, Inc. ("First Financial")
determined not to renew the engagement of its independent accountants, Arthur
Andersen LLP ("Andersen") effective immediately. The decision not to renew the
engagement of Andersen was made by the Executive Committee of First Financial's
Board of Directors following the recommendation of its Audit Committee.
Andersen's report on First Financial's 2001 financial statements was filed with
the Securities and Exchange Commission on March 20, 2002 in conjunction with the
filing of First Financial's Annual Report on Form 10-K for the year ended
December 31, 2001.
During First Financial's two most recent fiscal years ended December 31,
2001, and the subsequent interim period through March 25, 2002, there were no
disagreements between First Financial 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 them to make reference to the subject matter of the disagreement in
connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within First Financial's two most recent fiscal years
and the subsequent interim period through March 25, 2002.
The audit reports of Andersen on the consolidated financial statements of
First Financial and subsidiaries as of and for the fiscal years ended December
31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. A letter from Andersen is attached as Exhibit 16.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Exhibit
------ -------
16.1 Letter of Arthur Andersen LLP regarding change
in certifying accountant.
[SIGNATURE PAGE TO FOLLOW]
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.
FIRST FINANCIAL BANKSHARES, INC.
Date: March 25, 2002 By: /s/ Curtis R. Harvey
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Name: Curtis R. Harvey
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
16.1 Letter of Arthur Andersen LLP regarding change
in certifying accountant.
Exhibit 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
March 25, 2002
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated March 25, 2002 of First
Financial Bankshares, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP