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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 8, 1999
METROCORP BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-25141 76-0579161
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
9600 BELLAIRE BOULEVARD, SUITE 252
HOUSTON, TEXAS 77036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 776-3876
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 8, 1999, PricewaterhouseCoopers LLP, the independent accounting
firm engaged to audit the 1998 financial statements of MetroCorp Bancshares,
Inc. (the "Company"), was notified that they will be dismissed upon the
issuance of their report on the Company's 1998 financial statements and their
review of the Company's 1998 Form 10-K. The Company will file another Form
8-K upon the effectiveness of the dismissal.
None of the reports of PricewaterhouseCoopers LLP for the past two years
ended December 31, 1998 contained any adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was recommended by the Audit
Committee of the Board of Directors of the Company and was approved by the
Company's Board of Directors.
In connection with the audits of the Company's financial statements
during the two most recent fiscal years ended December 31, 1998 and
subsequent interim period prior to March 8, 1999, there were no disagreements
between the Company and PricewaterhouseCoopers LLP on any matters of
accounting principles or practices, financial statement disclosure or
auditing scope and procedures which, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to
make reference to the matter in their reports.
Effective March 12, 1999, the Company engaged Deloitte & Touche LLP as
its principal accountant to audit the Company's 1999 financial statements.
During the Company's two most recent fiscal years ended December 31, 1998 and
subsequent interim period prior to the engagement of Deloitte & Touche LLP,
neither the Company, nor anyone on its behalf, consulted Deloitte & Touche
LLP regarding (i) the application of accounting principles to a specified
completed or proposed transaction or the type of opinion that Deloitte &
Touche LLP might render on the Company's financial statements or (ii) any
matter that was the subject of a disagreement between the Company and
PricewaterhouseCoopers LLP as defined in Item 304(a)(1)(iv) of Regulation S-K
or a reportable event as described in Item 304(a)(1)(v).
In accordance with the rules of the Securities and Exchange Commission,
the Company provided PricewaterhouseCoopers LLP a copy of the disclosures
made under this Item 4 of Form 8-K and requested PricewaterhouseCoopers LLP
to furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not PricewaterhouseCoopers LLP agrees with the
above statements made by the Company herein and, if not, stating the respects
in which it does not agree. Such letter is attached as Exhibit 16.1 to this
Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
16.1 Letter of PricewaterhouseCoopers LLP regarding change in
certifying accountant.
</TABLE>
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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 thereunto duly authorized.
METROCORP BANCSHARES, INC.
By: /s/ Don J. Wang
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Don J. Wang
Chairman of the Board and
Chief Executive Officer
Dated: March 15, 1999
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[PRICEWATERHOUSECOOPERS LOGO AND LETTERHEAD]
Telephone (713) 757 5200
Facsimile (713) 757 5249
March 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
MetroCorp Bancshares, Inc.
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We have read Item 4 of MetroCorp Bancshares, Inc.'s Form 8-K dated March 15,
1999 and are in agreement with the statements as they pertain to
PricewaterhouseCoopers LLP therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
