-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVrSqQJwSOo0oKvLy0Pex47pR8P0VIkQ0io4H+p81wLeCQlY/zKQXOLtZjWrp2jV GsvaHNM20Ijaj4w/S7SZ+w== 0000318673-05-000021.txt : 20060710 0000318673-05-000021.hdr.sgml : 20060710 20050621191952 ACCESSION NUMBER: 0000318673-05-000021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050606 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY NATIONAL FINANCIAL CORP CENTRAL INDEX KEY: 0000318673 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 870345941 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09341 FILM NUMBER: 05908926 BUSINESS ADDRESS: STREET 1: PO BOX 57220 CITY: SALT LAKE CITY STATE: UT ZIP: 84157 BUSINESS PHONE: 8012641060 MAIL ADDRESS: STREET 1: PO BOX 57220 CITY: SALT LAKE CITY STATE: UT ZIP: 84157 FORMER COMPANY: FORMER CONFORMED NAME: SNL FINANCIAL CORP DATE OF NAME CHANGE: 19910401 8-K/A 1 snfc8ka.txt 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 26, 2005 SECURITY NATIONAL FINANCIAL CORPORATION (Exact name of registrant as specified in this Charter) Utah 0-9341 87-0345941 - ----------------- ---------- ------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5300 South 360 West, Salt Lake City, Utah 84123 - ------------------------------------------ --------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (801) 264-1060 -------------- Does Not Apply (Former name or former address, if changed since last report) ITEM 4.01 Changes in Registrant's Certifying Accountant. On April 26, 2005, Tanner LC ("Tanner") resigned as the independent accountants of Security National Financial Corporation (the "Company"). The resignation by Tanner was due to the five-year partner rotation requirement mandated by the Sarbanes-Oxley Act and the determination by Tanner that in the future it would be unable to maintain the necessary industry expertise to continue as the independent accountants for the Company (a letter from Tanner is attached to this filing as an exhibit). Because Tanner resigned as the Company's independent accountants, the Company's audit committee had no alternative but to accept such resignation by Tanner. During the fiscal years ended December 31, 2004 and 2003 and the subsequent interim period preceding the cessation of the relationship with Tanner, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Tanner on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures or any reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), which disagreement, if not resolved to the satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreement in connection with its report. In addition, the reports by Tanner on the balance sheet as of December 31, 2004, and the related statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2004, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Pursuant to Item 304 of Regulation S-K, the Company submitted a copy of this amended Form 8-K to Tanner prior to filing with the Commission. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits 16.1 Letter from Tanner LC dated April 26, 2005 confirming cessation of the independent auditor relationship. 16.2 Letter from Tanner LC dated June 6, 2005 agreeing with the statements in the amended Form 8-K/A. SIGNATURES 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. SECURITY NATIONAL FINANCIAL CORPORATION (Registrant) Date: June 6, 2005 By: /s/ Scott M. Quist ------------------ Scott M. Quist President and Chief Operating Officer EX-16 2 snfc161.txt Exhibit 16.1 [Tanner LC Letterhead] April 16, 2005 Mr. Scott M. Quist President and Chief Operating Officer Security National Financial Corporation 5300 South 360 West, Suite 250 Salt Lake City, UT 84123 Dear Mr. Quist: This is to confirm that the client-auditor relationship between Security National Financial Corporation (Commission File Number 0-9341) and Tanner LC, independent registered public accounting firm, has ceased. Sincerely, /s/ Tanner LC cc: Office of the Chief Accountant PCAOB Letter File Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, NW Washington, DC 20549 EX-16 3 snfc162.txt Exhibit 16.2 [Tanner LC Letterhead] June 6, 2005 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements included under Item 4.01 in the Form 8-K/A dated June 6, 2005, of Security National Financial Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements therein insofar as they relate to our firm. Very truly yours, /s/ Tanner LC COVER 4 filename4.txt MACKEY PRICE THOMPSON & OSTLER A Professional Corporation Attorneys and Counselors at Law American Plaza II 57 West 200 South, Suite 350 Salt Lake City, UT 84101-3663 Telephone 801-575-5000 Fax 801-575-5006 Randall A. Mackey rmackey@mpwlaw.com June 7, 2005 VIA FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W., Mail Stop 0408 Judiciary Plaza Washington, D.C. 20549 Attn: Benjamin Phippen Staff Accountant Re: Security National Financial Corporation - Amendment No.1 to Form 8-K, as filed on May 3, 2005, File No. 000-09341 Ladies and Gentlemen: In connection with the above-captioned Form 8-K (the "Form 8-K"), we enclose the following with the Securities and Exchange Commission (the "Commission") for review on behalf of Security National Financial Corporation (the "Company"): A. Two conformed copies of Amendment No. 1 (the "Amendment") to the Form 8-K, including exhibits; and B. Two additional conformed copies of Amendment No. 1 to the Form 8-K, which have been marked to indicate changes from the Form 8-K filed with the Commission on May 3, 2005. It should be noted that the Company electronically filed the Amendment to the Form 8-K via the Edgar system on June 7, 2005. We are also enclosing a copy of the comment letter dated May 31, 2005, which we received from the staff of the Commission. The following responses to the comments are tied to the numbered paragraphs on the enclosed comment letter. 1. The Form 8-K has been revised to state that Tanner LC ("Tanner") resigned as the independent accountants of the Company due to the five-year partner rotation requirement mandated by the Sarbanes-Oxley Act and the determination by Tanner that in the future it would be unable to maintain the necessary industry expertise to continue as the Company's independent accountants. 2. Because Tanner resigned as the Company's independent accountants, the Company's audit committee had no choice but to accept such resignation by Tanner. However, the Company's audit committee approved the engagement of Hansen, Barnett & Maxwell, P.C. ("Hansen") as the new independent accountants to replace Tanner. 3. The Company reported engagement of Hansen in a Form 8-K that was filed with the Securities and Exchange Commission on May 25, 2005. The disclosures in the May 25, 2005 Form 8-K about consultations with Hansen were made through the date of engagement. 4. In response to this comment, a letter from Tanner, the Company's former independent accountants, addressing the revised disclosures have been included as Exhibit 16 to an amended Form 8-K. The amended Form 8-K, or Form 8-K/A, includes the Item 4 designation. The Company has prepared Amendment No. 1 to the Form 8-K in an effort to respond to the comments from the staff. Any additional comments or questions should be directed to Randall A. Mackey, Esq, at (801) 575-5000, counsel for the Company. Very truly yours, /s/ Randall A. Mackey Randall A. Mackey Enclosures cc: Scott M. Quist (w/encls.) G. Robert Quist (w/encls.) Stephen M. Sill (w/encls.) Virgil R. Pugsley (w/encls.) Douglas J. Hansen -----END PRIVACY-ENHANCED MESSAGE-----