-----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, WJoUscwfYxNxNTAHjGlPPw3FS0c4CxypLvQ/mJrIWnkcXl4Ao/JDkw0vWc2kunSb xsM1/pI39aqm9lRaRrpuww== 0000700565-02-000013.txt : 20020517 0000700565-02-000013.hdr.sgml : 20020517 20020517130847 ACCESSION NUMBER: 0000700565-02-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020517 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MID ILLINOIS BANCSHARES INC CENTRAL INDEX KEY: 0000700565 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371103704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13368 FILM NUMBER: 02655949 BUSINESS ADDRESS: STREET 1: 1515 CHARLESTON AVE STREET 2: PO BOX 499 CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: 2172347454 MAIL ADDRESS: STREET 1: 1515 CHARLESTON AVENUE STREET 2: PO BOX 499 CITY: MATTOON STATE: IL ZIP: 61938 8-K/A 1 form8ka_may02.txt UNITED STATES 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): July 24, 2001 FIRST MID-ILLINOIS BANCSHARES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-13368 37-1103704 (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 1515 CHARLESTON AVENUE, MATTOON, IL 61938 (ADDRESS INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES) (217) 234-7454 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Item 4. Changes in Registrant's Certifying Accountant (a) On May 7, 2002, the engagement by Registrant of West & Company, LLC ("WEST") as the principal auditor of the Registrant's 401(k) Profit Sharing Plan was terminated. A copy of the letter from WEST dated May 7, 2002, is attached as Exhibit 99.1 to this report. WEST's reports on the Registrant's 401(k) Profit Sharing Plan for the fiscal years ended December 31, 1998 and 1999 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. During the fiscal years ended December 31, 1998 and 1999, there were no disagreements with WEST on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to WEST's satisfaction, would have caused it to refer to the subject matter of the disagreement(s) in connection with its reports. None of the following events has occurred within the Registrant's two fiscal years referenced above: (1) WEST has not advised the Registrant that the internal controls necessary for the Registrant to develop reliable financial statements did not exist; (2) WEST has not advised the Registrant that information had come to its attention that made it unwilling to rely on management's representations, or that it made it unwilling to be associated with the financial statements prepared by management; (3) WEST has not advised Registrant that the scope of its audit should be expanded significantly, or that information has come to its attention that it has concluded will, or if further investigated may materially impact the fairness or reliability of a previously issued audit report of the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent audited financial statements (including information that might preclude the issuance of an unqualified audit report) and WEST did not expand the scope of its audit or conduct further investigation. (b) On July 24, 2001, the audit committee of the Registrant approved the engagement of KPMG LLP ("KPMG"), and KPMG was engaged, as the principal auditor of the Registrant's 401(k) Profit Sharing Plan for the fiscal years ended December 31, 2000 and 2001. During the fiscal years ended December 31, 1998 and 1999, neither the Registrant nor anyone acting on its behalf consulted with KPMG regarding (i) either 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 report of the Registrant's 401(k) Profit Sharing Plan; or (ii) any matter that was either the subject of a disagreement with WEST or a reportable event as defined in paragraph 304(a)(1)(v) of Regulation S-K with respect to WEST. The Registrant has requested that WEST furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of a letter from WEST to the SEC dated May 17, 2002 is attached as Exhibit 99.2 to 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. FIRST MID-ILLINOIS BANCSHARES, INC. Date: May 17, 2002 By: /s/ William S. Rowland ----------------------------------------- William S. Rowland President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------- -------------------------------------------------------------- 99.1 Letter from West & Company, LLC, dated May 7, 2002 99.2 Letter from West & Company, LLC to the Securities and Exchange Commission, dated May 17, 2002 EXHIBIT 99.1 WEST & Company, LLC Certified Public Accountants & Consultants 1009 S. Hamilton P.O. Box 80 Sullivan, Illinois 61951 May 7, 2002 Mr. Bill Rowland First Mid-Illinois Bank & Trust 1515 Charleston Avenue P.O. Box 499 Mattoon, IL 61938 Dear Mr. Rowland: This is to confirm that the client-auditor relationship between First Mid-Illinois Bank & Trust (Commission File Number 33-64139) and West & Company, LLC has ceased. Sincerely, WEST & COMPANY, LLC /s/ E. Lynn Freese --------------------------------- E. Lynn Freese, CPA Partner cc: SEC - Office of Chief Accountant Attn: SECPS Letter File/Mail Stop 9-5 Via Facsimile: 202-942-9656 Ms. Robin R. Johnson AICPA SEC Practice Section Via Facsimile: 201-521-5436 Sullivan, Illinois May 7, 2002 EXHIBIT 99.2 WEST & Company, LLC Certified Public Accountants & Consultants 1009 S. Hamilton P.O. Box 80 Sullivan, Illinois 61951 May 17, 2002 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for the First Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan and we reported on the financial statements of the First Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan for the years ended December 31, 1999 and 1998. On May 7, 2002, we notified First Mid-Illinois Bancshares, Inc. that our engagement as the principal accountants for the First Mid-Illinois Bancshares, Inc. 401(k) Profit Sharing Plan had terminated. We have read First Mid-Illinois Bancshares, Inc.'s statements included in its Form 8-K dated May 13, 2002 and its Form 8-K/A dated May 17, 2002 and we agree with such statements. Very truly yours, WEST & COMPANY, LLC /s/ E. Lynn Freese ----------------------------------- E. Lynn Freese, CPA Partner Sullivan, Illinois May 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----