-----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, FJ+Onf/e/4nF8QlYR0Enp4XjUo197JwBcCSqYUTV9yxpVynbFKmFaSguSF1FFSqj Ts9y+a7jDaJd19uanAdxOQ== 0000356171-02-000005.txt : 20020415 0000356171-02-000005.hdr.sgml : 20020415 ACCESSION NUMBER: 0000356171-02-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020327 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRICO BANCSHARES / CENTRAL INDEX KEY: 0000356171 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942792841 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10661 FILM NUMBER: 02589368 BUSINESS ADDRESS: STREET 1: TRICO BANCSHARES STREET 2: 63 CONSTITUTION DRIVE CITY: CHICO STATE: CA ZIP: 95973 BUSINESS PHONE: 5308980300 MAIL ADDRESS: STREET 1: TRICO BANCSHARES STREET 2: 63 CONSTITUTION DRIVE CITY: CHICO STATE: CA ZIP: 95973 8-K 1 tcbk8k0302.txt TCBK FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2002 TriCo Bancshares (Exact name of registrant as specified in its charter) California 0-10661 94-2792841 - ------------------------ --------------- -------------------- (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 63 Constitution Drive, Chico, California 95973 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (530) 898-0300 - -------------------------------------------------------------------------------= ITEM 4. CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANTS On March 22, 2002, TriCo Bancshares (the "Company") decided not to renew the engagement of its current independent public accountants, Arthur Andersen LLP ("Andersen"). This determination followed the Company's decision to seek proposals from other independent accountants to audit the Company's consolidated financial statements for the year ending December 31, 2002. The decision not to renew the engagement of Andersen was made by the Board of Directors based upon a recommendation of its Audit Committee. During the Company's two most recent fiscal years ended December 31, 2001, and during the interim period through March 22, 2002, there were no disagreements between the Company and Andersen on any matter of accounting principles, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the matter of the disagreement in connection with their reports. The audit reports of Andersen on the consolidated financial statements of the Company as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were these opinions qualified or modified as to uncertainty, audit scope or accounting principles. The Company has requested that Andersen furnish it with a letter, addressed to the Commission stating whether or not it agrees with the above statements. A letter from Andersen is attached as Exhibit 16.1. Effective March 22, 2002, the Board of Directors, based upon a recommendation of its Audit Committee, retained KPMG LLP ("KPMG") as its independent accountants to audit the Company's consolidated financial statements for the year ending December 31, 2002. The decision to retain KPMG will be submitted to shareholders for nonbonding ratification at the Annual Meeting of Shareholders in May 2002. Neither the Company's certificate of incorporation nor by-laws requires that the shareholders ratify the selection of our independent auditors. If the appointment of KPMG is ratified, the Board of Directors and the Audit Committee may in their discretion change the appointment at any time during the year if they determine that such change would be in the best interest of the Company and its shareholders. If the shareholders do not ratify the appointment, the Board of Directors and the Audit Committee will reconsider whether or not to retain KPMG, but may retain KPMG if they deem it to be in the best interest of the Company and its shareholders. During the Company's two most recent fiscal years ended December 31, 2001, and during the interim period through March 22, 2002, there were no reportable events as defined in Item 301 (a)(1)(v) of Regulation S-K. During the Company's two most recent fiscal years ended December 31, 2001, and during the interim period through March 22, 2002, the Company did not consult with KPMG regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to this Item) or a reportable event identified (as described in Item 304(a)(1)(v) of Regulation S-K and related instruction to this Item). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) The following exhibits are filed as part of this Form 8-K. Exhibit No. Description ----------- ----------- 16.1 Letter from Arthur Andersen LLP regarding change in certifying accountant 99 Press release, dated March 27, 2002 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, thereunto duly authorized. Date: March 27, 2002 /s/ Thomas J. Reddish ------------------- -------------------------------------- Thomas J. Reddish, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description ----------- ------------------- 16.1 Letter from Arthur Andersen regarding change in certifying accountant 99 Press release issued March 27, 2002 EX-16 3 exhibit_16-1.txt LETTER FROM ARTHUR ANDERSEN Exhibit 16.1 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 March 26, 2002 Dear Sir/Madam: We have read Item 4 included in the Form 8-K dated March 27, 2002 of TriCo Bancshares filed with the Securities and Exchange Commission and are in agreement with the statements contained in the first, second and third paragraphs as they relate to matters between TriCo Bancshares and Arthur Andersen LLP. Very truly yours, ARTHUR ANDERSEN LLP By /s/ Jeffrey M. Jarczyk Jeffrey M. Jarczyk cc: Mr. Richard P. Smith, President and Chief Executive Officer, TriCo Bancshares Mr. Thomas J. Reddish, Chief Financial Officer, TriCo Bancshares EX-99 4 exhibit_99.txt COPY OF TRICO BANCSHARES PRESS RELEASE Exhibit 99 FOR IMMEDIATE RELEASE Contact: Thomas J. Reddish Vice President & CFO (530) 898-0300 TRICO BANCSHARES SELECTS KPMG AS INDEPENDENT AUDITOR Chico, CA - March 27, 2002. TriCo Bancshares (NASDAQ: TCBK) parent company of Tri Counties Bank, today announced that KPMG LLP has been named the Company's independent auditor for the fiscal year ending December 31, 2002, subject to ratification by the Company's shareholders at its annual meeting May 14, 2002. KPMG's selection follows a 13-year relationship between TriCo and Arthur Andersen LLP, during which time Andersen served TriCo well and adhered to a high standard of professionalism. TriCo Bancshares is filing a Form 8-K with the Securities and Exchange Commission detailing the change in independent auditor. Tri Counties Bank headquartered in Chico, California, has a 26 year history in the banking industry. As of December 31, 2001, Tri Counties Bank has over $1,003,000,000 in assets, and operates 30 traditional branch locations and 7 in-store branch locations, in 18 California counties. Tri Counties Bank offers financial services and provides a diversified line of products and services to consumers and businesses, which include demand, savings and time deposits, consumer finance, online banking, mortgage lending, and commercial banking throughout its market area. It operates a network of 45 ATMs and a 24-hour, seven days a week telephone customer service center. Brokerage services are provided at the Bank's offices by the Bank's association with Raymond James Financial, Inc. For further information please visit the Tri Counties Bank web-site at http://www.tricountiesbank.com 63 Constitution Drive, Chico, California 95973 -----END PRIVACY-ENHANCED MESSAGE-----