-----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, U7AEhaDSHx/OrAFMgxB2Fyxu1G3Vccfdv4YU0nTwnk47FLFHVNJhsYN8Vv2l34i0 s+2kCBP7BGVhSETTNhUI+g== 0000905870-04-000013.txt : 20040616 0000905870-04-000013.hdr.sgml : 20040616 20040616153438 ACCESSION NUMBER: 0000905870-04-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040609 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/NC CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 04866267 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 8-K 1 form8k.txt FNB CORP FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 9, 2004 -------------- FNB Corp. ----------------------- (Exact Name of Registrant as Specified in its Charter) North Carolina 0-13823 56-1456589 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 101 Sunset Avenue, Asheboro, North Carolina 27203 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (336) 626-8300 -------------------------------------- N/A - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ------------ Item 4. Changes in Registrant's Certifying Accountant (a) On June 9, 2004, the Registrant dismissed KPMG LLP ("KPMG") as the Registrant's independent accountants. The decision to dismiss KPMG was approved by the audit committee of the Registrant's Board of Directors. KPMG's reports on the Registrant's consolidated financial statements for the fiscal years ended December 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Registrant's financial statements for each of the two fiscal years ended December 31, 2003 and 2002 and in any subsequent interim period preceding the date hereof, there were no disagreements between the Registrant and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make a reference to the subject matter of the disagreements in connection with its reports. During the fiscal years ended December 31, 2003 and 2002 and any subsequent interim period preceding the date hereof, the Registrant believes that there were no "reportable events," as that term is described in Item 304(a)(1)(v) of Regulation S-K. However, KPMG reported to the Audit Committee of the Registrant's Board of Directors on March 15, 2004, certain matters involving internal control and its operation at the Registrant's subsidiary, Dover Mortgage Company, that KPMG considers to be reportable conditions under standards established by the American Institute of Certified Public Accountants. KPMG has since advised the Registrant that it believes that these reportable conditions constitute a reportable event under Item 304(a)(1)(v)(A) of Regulation S-K. In its report, KPMG stated that "[t]hese conditions were considered in determining the nature, timing, and extent of the audit tests applied on our audit of the [Registrant's] 2003 consolidated financial statements, and this report does not affect our report on these consolidated financial statements dated March 12, 2004." KPMG also reported to the Audit Committee of the Registrant's Board of Directors on March 15, 2004, that it "noted no matters involving internal control and its operation that [KPMG] consider[s] to be material weaknesses" under standards established by the American Institute of Certified Public Accountants. The Registrant has engaged a recognized firm of independent accountants and business advisors to assist it in improving the controls and procedures in place at Dover Mortgage Company, which had not been subject to public company reporting requirements prior to its acquisition by the Registrant on April 1, 2003 and is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X. (b) On June 9, 2004, the Registrant appointed Dixon Hughes PLLC as the Registrant's independent accountants. The Registrant has not consulted with Dixon Hughes PLLC during the last two fiscal years ended December 31, 2003 and 2002 or during any subsequent interim period preceding the date hereof on 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 Registrant's consolidated financial statements. 2 ITEM 7. Financial Statements and Exhibits The exhibits listed in the Exhibit Index are filed herewith as part of this Current Report on Form 8-K. 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, thereunto duly authorized. FNB CORP. Date: June 16, 2004 By /s/ Jerry A. Little -------------------------------- Jerry A. Little Secretary and Treasurer 3 INDEX TO EXHIBITS The following exhibits are filed as part of this report: Exhibit No. Description - ----------- ------------ 16.1 Letter of KPMG LLP regarding change in certifying accountant. 4 EX-15 2 exhibit16-1.txt FNB CORP. Exhibit 16.1 June 16, 2004 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for FNB Corp. and subsidiaries and, under the date of March 12, 2004, we reported on the consolidated financial statements of FNB Corp. and subsidiaries as of and for the years ended December 31, 2003 and 2002. On June 9, 2004, our appointment as principal accountants was terminated. We have read FNB Corp.'s statements included under Item 4 of its Form 8-K dated June 9, 2004, and we agree with such statements except that we are not in a position to agree or disagree with the following statements: (i) "The decision to dismiss KPMG was approved by the audit committee of the Registrant's Board of Directors," (ii) "During the fiscal years ended December 31, 2003 and 2002 and any subsequent interim period preceeding the date hereof, the Registrant believes that there were no "reportable events," as that term is described in Item 304(a)(1)(v) of Regulation S-K," (iii) "The Registrant has engaged a recognized firm of independent accountants and business advisors to assist it in improving the controls and procedures in place at the Dover Mortgage Company, which had not been subject to public company reporting requirements prior to its acquisition by the Registrant on April 1, 2003," and (iii) the statements made in paragraph (b) under Item 4. Further, as stated in the 5th paragraph under Item 4(a), KPMG issued a report to management on March 15, 2004, in which we noted reportable conditions in internal controls, which we consider to be a reportable event as that term is described in Item 304(a)(1)(v) of Regulation S-K. The reportable conditions were at Dover Mortgage Company, a subsidiary of FNB Corp., and related to the following: inadequate segregation of duties related to check disbursement for loan processing and cash receipts; inadequate segregation of duties related to period end valuations of rate locks and forward commitments; and inadequate segregation of duties over the payroll process. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----