SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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) October 10, 2004
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Sutter Holding Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-15733 59-2651232
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
220 Montgomery Street, Suite 2100, San Francisco CA 94104
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 788-1441
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4.01 Changes in Registrant's Certifying Accountant
On October 10, 2004, the Registrant received the resignation of BDO Seidman, LLP
("BDO") as its principal independent accountants.
BDO's report on the Registrant's financial statements for the year ended
December 31, 2003 did not contain an adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope or accounting
principles. During Registrant's fiscal year ended December 31, 2003, and the
subsequent interim periods through October 10, 2004, the date of BDO's
resignation, there were no disagreements with BDO on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of BDO would have caused
it to make reference to the subject matter of the disagreement in connection
with its report on the financial statements for that period, nor have there been
any "reportable events" as defined under Item 304(a)(1)(v) of Regulation S-K
during such period.
Effective as of October 12, 2004, the Registrant's Board of Directors approved
the engagement of, and engaged, the firm of Burr, Pilger & Mayer, LLP ("BPM"),
San Francisco, California, as independent accountants for its fiscal year ending
December 31, 2004 and beyond. The Registrant has not, during the two fiscal
years ended December 31, 2003, and during the interim period prior to engagement
of BPM, consulted BPM regarding (i) either the application of accounting
principles to a specified transaction, completed or proposed, or the type of
audit opinion that might be rendered on the Registrant's financial statements,
or (ii) any disagreement described under Item 304(a)(1)(iv) of Regulation S-K or
any reportable event described under Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
(16) Letter regarding changes in certifying accountant
(incorporated by reference to Registrant's Amendment no. 1
to Form 8-K previously filed on October 19, 2004)
SIGNATURES
December 2, 2004 SUTTER HOLDING COMPANY, INC.
By: /s/ WILLIAM G. KNUFF, III
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William G. Knuff, III,
Co-Chief Executive
Officer and Chief Financial Officer
Exhibit Index
(c) Exhibits
(16) Letter regarding changes in certifying accountant
(incorporated by reference to Registrant's Amendment no. 1
to Form 8-K previously filed on October 19, 2004)