UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 18, 2005
REGAN HOLDING CORP.
(Exact name of registrant as specified in its charter)
California 000-19704 68-0211359
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2090 Marina Avenue
Petaluma, California 94954
(707) 778-8638
(Address of principal executive offices)
(Zip Code)
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 (see General Instruction A.2.):
[ ] 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))
The purpose of this current report on Form 8-K is to report a change in the
registrant's Certifying Accountant.
Item 4.01 Changes in Registrant's Certifying Accountant.
On March 18, 2005, Regan Holding Corp. (the "Company") was informed by its
independent registered public accounting firm, PricewaterhouseCoopers LLP
("PwC"), that PwC has declined to stand for re-election as the Company's
independent registered public accounting firm and will resign upon the
completion of procedures by PwC on the financial statements of the Company as of
and for the year ended December 31, 2004 and on the Form 10-K in which said
financial statements will be included; provided, however, PwC's role as the
Company's independent registered public accounting firm will not cease until PwC
performs procedures on the financial statements of the Company as of and for the
quarter ending March 31, 2005 and on the Form 10-Q in which such financial
statements will be included in the event that the Company has not appointed
another accounting firm to replace PwC as the independent registered accounting
firm prior to the filing of the March 31, 2005 Form 10-Q.
PwC's reports on the Company's financial statements for the years ended December
31, 2003 and 2002 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principle.
During the years ended December 31, 2003 and 2002 and through March 18, 2005,
there were no disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused it
to make reference thereto in its reports on the financial statements for such
time periods.
During the two most recent fiscal years and through March 18, 2005, there were
no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)), except
that the Company, in consultation with PwC identified deficiencies in the
Company's internal controls over financial reporting. These deficiencies
resulted in two restatements of the Company's financial statements during fiscal
year 2003. One of the deficiencies resulted in the amendment of the Company's
Form 10-Q for the quarter ended March 31, 2003, to restate the Company's
consolidated financial statements. The other deficiency resulted in the
amendment of the Company's Form 10-Q for the period ended September 30, 2003,
again to restate the Company's consolidated financial statements. Members of the
Company's management and PwC discussed the deficiencies with the Audit Committee
of the Company's Board of Directors. PwC stated that these deficiencies result
in a "material weakness" under standards established by the American Institute
of Certified Public Accountants. The material weakness was identified as a
breakdown in communication between the financial and operational management of
the Company and a breakdown in the processes by which transactions are reviewed.
The Company has authorized PwC to respond fully to the inquiries of any
successor accountant concerning such deficiencies.
To remedy these weaknesses, the Board of Directors of the Company approved the
formation of a disclosure committee (the "Disclosure Committee") and appointed
executives of the Company to serve on the Disclosure Committee. The Disclosure
Committee, among other things, meets quarterly as part of the closing process
and reviews each financial statement line item and footnote disclosure to ensure
the impacts of all business activity and transactions have been appropriately
accounted for and disclosed in the financial statements of the Company. The
Disclosure Committee also reviews detailed analytics of the Company's
performance and assesses the need for any additional disclosures based on the
relevant reporting period's activity. The Disclosure Committee began reviewing
the disclosures made by the Company in its filings with the U.S. Securities and
Exchange Commission starting with the Company's Form 10-K for the year ended
December 31, 2003.
The Company has requested that PwC furnish it with a letter addressed to the
U.S. Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated March 24, 2005, is filed as
Exhibit 16.1 to this Form 8-K.
The Company anticipates appointing a successor independent accountant in the
near future and will file the required Current Report on Form 8-K concurrent
with that event.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 16.1 Letter from PwC regarding its concurrence with
the statements made in this report.
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.
REGAN HOLDING CORP.
(Registrant)
Date: March 24, 2005
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R. Preston Pitts
President and Chief Financial Officer
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