UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 2
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 (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2090 Marina Avenue
Petaluma, California 94954
(Address of principal executive offices)
(707) 778-8638
(Registrant's telephone number, including area 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/A is to report a change in the
registrant's Certifying Accountant.
Item 4.01 Changes in Registrant's Certifying Accountant.
As previously disclosed by Regan Holding Corp. (the "Company") on a Current
Report on Form 8-K/A filed on March 25, 2005, the Company was notified by
PricewaterhouseCoopers LLP ("PwC") on March 18, 2005 that PwC had declined to
stand for reelection as the Company's independent registered public accounting
firm for the year ending December 31, 2005, subject to completion of its
procedures on the Company's financial statements as of and for the year ended
December 31, 2004 and the Form 10-K in which such financial statements were
included; and that PwC's role as the Company's independent registered public
accounting firm would not cease until PwC performed procedures on the financial
statements of the Company as of and for the quarter ended March 31, 2005 and the
Form 10-Q in which such financial statements were included. On May 16, 2005, PwC
completed its procedures on the Company's financial statements as of and for the
quarter ended March 31, 2005, the Company filed the Form 10-Q for that quarter,
and PwC's appointment as the independent registered public accounting firm for
the Company ceased.
The reports of PwC on the Company's financial statements for the years ended
December 31, 2004 and 2003 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.
During the years ended December 31, 2004 and 2003 and through May 16, 2005,
there have been 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 PwC to make reference thereto in its reports on the Company's financial
statements for such years.
During the years ended December 31, 2004 and 2003 and through May 16, 2005,
there have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K), except as indicated previously in the Form 8-K/A dated March
18, 2005 filed on March 25, 2005.
The Company has requested PwC to furnish it a letter addressed to the United
States Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of that letter dated May 20, 2005 is filed as an
exhibit to this report.
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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.
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(Registrant)
Date: May 20, 2005 /s/ R. Preston Pitts
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R. Preston Pitts
President, Chief Financial Officer and
Chief Operating Officer
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