UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
March 15, 2007
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(530) 898-0300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
(a) KPMG, LLP ("KPMG") was previously the principal independent accountants for
TriCo Bancshares (the "Company"). On March 15, 2007, KPMG was dismissed as the
Company's principal independent accountants. The decision to change accountants
was approved by the audit committee of the board of directors.
The audit reports of KPMG on the consolidated financial statements of the
Company and subsidiaries as of and for the years ended December 31, 2006 and
2005 did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The audit report of KPMG on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2006 and 2005 did not
contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the two fiscal years ended December 31, 2006, and the subsequent interim
period through March 15, 2007, there were no disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference in connection
with its reports to the subject matter of the disagreement.
During the two fiscal years ended December 31, 2006, and the subsequent interim
period through March 15, 2007, there have been no reportable events of the type
required to be disclosed by Item 304(a)(1)(v) of Regulation S-K.
A letter from KPMG is attached as Exhibit 16.1 to this Form 8-K.
(b) On March 15, 2007, the Company's Audit Committee engaged Moss Adams LLP as
the Company's new principal independent accountant to audit the Company's
financial statements for the year ended December 31, 2007. The decision to
engage Moss Adams will be submitted to the Company's shareholders for
ratification at the Annual Meeting of Shareholders in May 2007. During the
Company's two most recent fiscal years prior to the engagement of Moss Adams,
and through March 15, 2007, the Company did not consult with Moss Adams
regarding any of the matters described by Item 304(a)(2)(i) or (ii) of
Regulation S-K
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
16.1 Letter dated March 21, 2007 to the Securities and Exchange Commission
from KPMG.
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.
Date: March 21, 2007 TRICO BANCSHARES
(Registrant)
By: /s/Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
Exhibit 16.1
March 21, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for TriCo Bancshares and, under the
date of March 13, 2007, we reported on the consolidated financial statements of
TriCo Bancshares as of and for the years ended December 31, 2006 and 2005, and
management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2006, and the effectiveness of internal control
over financial reporting as of December 31, 2006. On March 15, 2007, we were
dismissed. We have read TriCo Bancshares' statements included under Item 4.01(a)
of its Form 8-K dated March 15, 2007, and we agree with such statements, except
that we are not in a position to agree or disagree with TriCo Bancshares'
statement that the change was approved by the audit committee of the board of
directors.
Very truly yours,
/s/KPMG LLP
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