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