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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
Commission file number: 0-11090
Date of Report: September 25, 1996
NAPA NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
California 94-2780134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
901 Main Street, Napa, California 94559
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(707) 257-2440
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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Napa National Bancorp
Report of Form 8-K/A
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On September 19, 1996, the Board of Directors of Napa National Bancorp (the
"Registrant") retained Ernst & Young LLP to be the Registrant's auditors for the
current year ending December 31, 1996. The Registrant's prior auditing firm was
Deloitte & Touche LLP. Deloitte & Touche LLP had audited the Registrant's
financial statements for the years ended December 31, 1988 through December 31,
1995. Deloitte & Touche LLP was dismissed on September 19, 1996.
The former accountant's report on the financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting principles.
The decision to change auditors was recommended by the Registrant's Audit
Committee and approved by the full Board of Directors.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding such dismissal there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreement(s), if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding the former accountant's dismissal none of the following
reportable events occurred:
(A) the accountant's having advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist;
(B) the accountant's having advised the Registrant that information has
come to the accountant's attention that has led it to no longer be able to rely
on management's representations, or that has made it unwilling to be associated
with the financial statements prepared by management;
(C)(1) the accountant's having advised the Registrant of the need to expand
significantly the scope of its audit, or that information has come to the
accountant's attention during the time period covered by this report, that if
further investigated may (i) materially impact the fairness or reliability of
either:
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a previously issued audit report or the underlying financial statements; or
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (ii) cause it to be
unwilling to rely on management's representations or be associated with the
Registrant's financial statements, and (2) due to the accountant's resignation
(due to audit scope limitations or otherwise) or dismissal, or for any other
reason, the accountant did not so expand the scope of its audit or conduct such
further investigation; or
(D)(1) the accountant's having advised the Registrant that information has
come to the accountant's attention that it has concluded materially impacts the
fairness or reliability of either (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements issued or to
be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and (2)
due to the accountant's resignation, dismissal or declination to stand for
re-election, or for any other reason, the issue has not been resolved to the
accountant's satisfaction prior to its resignation, dismissal or declination to
stand for re-election.
Registrant has requested and received from Deloitte & Touche LLP, its
former auditing firm, a letter addressed to the Commission stating whether it
agrees with the above statements (as in response to Regulation S-K paragraph
304(a)). A copy of this letter is attached as Exhibit 16.1 to this Amendment to
Form 8-K.
During the Registrant's two most recent fiscal years, and any subsequent
interim period prior to engaging the new accountant, neither the Registrant nor
someone on its behalf consulted the newly engaged accountant 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 Registrant's financial statements and no written report was
provided to the Registrant nor was any oral advice provided that the new
accountant concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement (as defined in
Regulation S-K paragraph 304(a)(1)(iv) and the related instructions to such
item) or a reportable event (as described in Regulation S-K in paragraph
304(a)(1)(v)).
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Registrant has requested the newly engaged accountant to review the
disclosure required by the above paragraph before it was filed with the
Commission. The new accountant will have the opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or the
respects in which it does not agree with the statements made by the Registrant
in the above paragraph. Any such letter will be promptly filed as an exhibit to
an amended Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: October 23, 1996.
NAPA NATIONAL BANCORP
By /s/ Brian J. Kelly
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Brian J. Kelly
President/Chief
Operating Officer
By /s/ Joan E. Heinitz
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Joan E. Heinitz
Treasurer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
16.1 Letter from Deloitte & Touche LLP to the
Securities and Exchange Commission, dated
September 26, 1996.
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Exhibit 16.1
[Letterhead of Deloitte & Touche LLP]
September 26, 1996
Securities and Exchange Commission
Mail Stop 9-5
450-5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Napa
National Bancorp dated September 25, 1996, except that we are not able to
comment on the registrant's response required by regulation SK paragraph
304(a)2.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
