<PAGE>
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): October 30, 1998
NATIONAL MERCANTILE BANCORP
(Exact Name of Registrant as Specified in Charter)
California 0-15982 95-3819685
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1840 Century Park East
Los Angeles, California 90067
(Address of Principal Executive Offices)
(310) 277-2265
(Registrant's Telephone Number)
<PAGE>
Registrant's Report on Form 8-K dated October 30, 1998 is amended and
restated in its entirety to read as follows:
Item 4. Changes in Registrant's Certifying Accountant
On October 30, 1998 National Mercantile Bancorp terminated the
engagement of Deloitte & Touche LLP ("Deloitte") as its independent auditors.
This decision was recommended by the Audit Committee of the Board of
Directors of the Company and was approved by the Board of Directors of the
Company.
Deloitte's report on the Company's financial statements for the year
ended December 31, 1996, contained a "going concern" qualification based on
the failure of the Company's bank subsidiary to meet the leverage and tier
one risk based capital requirement under regulatory agreements with the
Federal Reserve Bank of San Francisco and the Office of the Comptroller of
the Currency and possible further regulatory enforcement actions if the
Company and the bank subsidiary were unable to comply with these agreements
(these agreements were subsequently terminated).
During the Company's two most recent fiscal years and the period
commencing January 1, 1998 and ending October 30, 1998: (i) the Company had
no disagreements with Deloitte, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Deloitte's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report; and (ii) Deloitte did not
advise the Company of any of the events requiring reporting in this Form 8-K
under Item 304(a)(iv)(B).
On October 30, 1998, the Company engaged Arthur Andersen LLP as its
independent auditors to audit its financial statements for the year ending
December 31, 1998. Prior to such engagement, the Company did not consult
with Arthur Andersen regarding the application of accounting principles to a
specific, completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company's financial statements.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
(c). Exhibit 16. Letter of Deloitte & Touche LLP
<PAGE>
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.
November 20, 1998 NATIONAL MERCANTILE BANCORP
By: /s/ Joseph W. Kiley
--------------------------
Joseph W. Kiley, III
Executive Vice President and
Chief Financial Officer
<PAGE>
[LETTERHEAD]
November 20, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of Form 8-K/A of National Mercantile
Bancorp (the "Company") dated November 20, 1998 and have the following
comments:
- - We have no basis to agree or disagree with the statements made in the
first and fourth paragraphs.
- - We agree with the statements made in the second and third paragraphs.
Yours truly,
DELOITTE & TOUCHE LLP
cc: Mr. Scott Montgomery
President & Chief Executive Officer
National Mercantile Bancorp
