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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 1, 2005
(Date of earliest event reported)
MERIT SECURITIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Virginia 033-83524 54-1736551
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4551 Cox Road, Suite 300, 23060-5860
Glen Allen, Virginia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (804) 217-5800
Not Applicable
(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))
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On March 31, 2005, MERIT Securities Corporation (the "Company") filed a
Form 15, Certification and Notice of Suspension of Duty to File Reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), with the Commission. The Form 15 provided notice that the Company does
not expect to make any additional filings that may be required by the Exchange
Act or the rules and regulations thereunder with the Commission, except as
described below.
As previously disclosed by the Company in a Current Report on Form 8-K
filed with the Commission on December 30, 2004, the officers of the Company
identified a potential issue with respect to the accounting for impairments on
debt securities and the allowance for loan losses on loans pledged as collateral
for the repayment of certain non-recourse securitization financing bonds that
the Company issued. Accordingly, on December 23, 2004, the officers of the
Company concluded that the previously issued financial statements contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 2003
and its Quarterly Reports on Form 10-Q for the periods ended March 30, 2004 and
June 30, 2004 should not be relied upon because of the possibility of an error
in those financial statements that may arise from the issue that the officers
have identified.
After consultation with the staff of the Commission's Office of Chief
Accountant and Deloitte & Touche LLP, the Company's independent registered
public accountant, management believes that the accounting policy related to
debt securities impairment and provisions for loan losses used in preparing the
previously issued financial statements described above was in error. The Company
is in the process of determining the effect of the incorrect accounting policy
on these financial statements. The Company will restate any of these financial
statements that are determined to contain an error and will file with the
Commission corresponding amended filings under the Exchange Act.
Accordingly, management reiterates its previously issued guidance that
the financial statements contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 2003 and its Quarterly Reports on Form 10-Q for
the periods ended March 31, 2004 and June 30, 2004 should not be relied upon.
The officer's of the Company have discussed the matter disclosed in this
Item 4.02 with Deloitte & Touche LLP.
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 hereunto duly authorized.
MERIT SECURITIES CORPORATION
(Registrant)
Date: April 1, 2005 By: /s/ Stephen J. Benedetti
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Stephen J. Benedetti
President