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 Actof 1934
Date of Report (Date of earliest event reported): April 5, 2000
Umpqua Holdings Corporation
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(Exact Name of Registrant as specified in its charter)
Oregon 000-25597 93 - 1261319
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.
of incorporation)
445 S.E. Main Street, Roseburg, Oregon 97470
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Address of Principal Executive Office Zip Code
Registrant's telephone number including area code 541-440-3961
(Former name or former address, if changed since last report)
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Item 4. Change in Certifying Public Accountants
On April 5, 2000, the Audit Committee of Umpqua Holdings Corporation (the
"Company") Board of Directors approved a change in the Company's independent
accountants or the fiscal year ended December 31, 2000, from KPMG LLP to
Deloitte & Touche LLP ("Deloitte & Touche").
The decision to change accountants was recommended by the registrant's
audit committee and approved by the Board of Directors.
KPMG LLP's report on the financial statements for the years ended
December 31, 1999 and 1998, contained no adverse opinion or disclaimer of
opinion, nor was any such report qualified as to uncertainty, audit scope, or
accounting principles. During the fiscal years ended December 31, 1999 and
1998, and during the interim period between January 1, 2000, and April 5,
2000, there were no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of KPMG
LLP, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
The registrant has requested that KPMG LLP furnish to the registrant a
letter addressed to the Securities and Exchange Commission stating whether
KPMG LLP agrees with the disclosure in response to this item 4, and if not,
stating in what respects it does not agree. KPMG LLP's letter to the
Commission, dated April 10, 2000, is attached as Exhibit 16 to this Form 8-K.
During the two fiscal years and the subsequent interim period prior to
the engagement of Deloitte & Touche LLP on April 5, 2000, the registrant did
not consult with Deloitte & Touche LLP regarding the application of accounting
principles to any specific transaction, whether completed or proposed; on the
type of audit opinion that might be rendered on the registrant's financial
statements; or on any matter that was either the subject of a disagreement or
a reportable event.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not applicable.
(b) Exhibits.
The following exhibits are being filed herewith and this list shall
constitute the exhibit index:
Exhibit
16 Letter of KPMG LLP regarding change in certifying public
accountant
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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.
UMPQUA HOLDINGS CORPORATION
(Registrant)
Date: April 10, 2000 By: /s/ Daniel A. Sullivan
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Daniel A. Sullivan
Senior Vice President and Chief
Financial Officer
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[KPMG LETTERHEAD]
April 10, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Umpqua Holdings Corporation and,
under the date of January 21, 2000, we reported on the consolidated financial
statements of Umpqua Holdings Corporation and subsidiaries as of December 31,
1999 and 1998 and for each of the years in the three-year period ended
December 31, 1999. On April 5, 2000, our appointment as principal
accountants was terminated. We have read Umpqua Holdings Corporation's
statement included under Item 4 of its Form 8-K dated April 10, 2000, and
agree with such statements, except that we are not in a position to agree or
disagree with Umpqua Holdings Corporation's statement that the change was
approved by the Audit Committee of its Board of Directors.
Very truly yours,
/s/ KPMG LLP
