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): APRIL 8, 2002
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PINNACLE FINANCIAL PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 000-31225 62-1812853
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
The Commerce Center, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 744-3700
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Not Applicable
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(Former name, former address
and former fiscal year,
if changed since last report)
PINNACLE FINANCIAL PARTNERS, INC.
REPORT ON FORM 8-K/A
APRIL 8, 2002
TABLE OF CONTENTS
Page No.
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ITEM 4. Changes to Registrant's Certifying Accountants.......................3
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.........................................................3
SIGNATURE.....................................................................4
EXHIBIT 16....................................................................5
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral statements, including
statements contained in this report which may constitute forward-looking
statements within the meaning of Section 27A of the Securities Exchange Act of
1934 (the "Exchange Act"). The words "expect", "anticipate", "intend", "plan",
"believe", "seek", "estimate", and similar expressions are intended to identify
such forward-looking statements, but other statements may constitute
forward-looking statements. These statements should be considered subject to
various risks and uncertainties. Such forward-looking statements are made based
upon management's belief as well as assumptions made by, and information
currently available to, management pursuant to "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The Company's actual results
may differ materially from the results anticipated in forward-looking statements
due to a variety of factors, including governmental monetary and fiscal
policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, interest rate risk management, the effects of competition in
the banking business from other commercial banks, thrifts, mortgage banking
firms, consumer finance companies, credit unions, securities brokerage firms,
insurance companies, money market funds and other financial institutions
operating in the Company's market area and elsewhere, including institutions
operating through the Internet, changes in governmental regulation relating to
the banking industry, including regulations relating to branching and
acquisitions, failure of assumptions underlying the establishment of reserves
for loan losses, including the value of collateral underlying delinquent loans
and other factors. The Company cautions that such factors are not exclusive. The
Company does not intend to update or reissue any forward-looking statements
contained in this report as a result of new information or other circumstances
that may become known to the Company.
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ITEM 4. CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANTS
On April 8, 2002 the Board of Directors of Pinnacle Financial Partners, Inc.
("Pinnacle") determined to dismiss its independent accountants, Arthur Andersen
LLP ("Andersen") and appointed KPMG LLP ("KPMG") as its new independent
accountants, effective immediately. This determination followed Pinnacle's
decision to seek a proposal from KPMG to audit Pinnacle's financial statements
for the fiscal year ending December 31, 2002. The decision to change accountants
was approved by Pinnacle's Board of Directors upon the recommendation of its
Audit Committee.
During the period from February 28, 2000 (inception) through December 31, 2000,
the most recent fiscal year ended December 31, 2001 and for the subsequent
period through the date hereof, there were no disagreements between Pinnacle 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)(iv)(B) of
Regulation S-B occurred within the period from February 28, 2000 (inception)
through December 31, 2000, the most recent fiscal year ended December 31, 2001
and for the subsequent period through the date hereof.
The audit reports of Andersen on the consolidated financial statements of
Pinnacle and subsidiaries as of and for the periods 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.
During Pinnacle's two most recent fiscal years ended December 31, 2001, and the
subsequent period through the date hereof, Pinnacle did not consult with KPMG
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
NUMBER EXHIBIT
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16 Letter of Arthur Andersen LLP regarding change in certifying
accountant
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
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M. Terry Turner
President and CEO
Date: April 18, 2002
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