8-K 1 v01125e8vk.txt FORM 8-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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) July 22, 2004 ---------------------------------------------------------------- METROPOLITAN MORTGAGE & SECURITIES CO., INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------------------------------------------------------- Washington 1-15595 91-0609840 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION NUMBER) IDENTIFICATION NO.) 601 West First Avenue, Department 115000, Spokane, Washington 99201 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------------------------------------------------------- (800) 541-0828 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ---------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 3. Bankruptcy or Receivership The Company continues to negotiate the terms of its restructuring plan with its various constituencies, including its creditors and investors and representatives of various regulatory and governmental agencies. The Company and its affiliate, Summit Securities, Inc., anticipate filing a joint Chapter 11 plan on or before the August 31, 2004 exclusivity deadline. In the interim, the Company has obtained authority from the Bankruptcy Court, Eastern District of Washington, to sell certain of its real and personal property assets. Net proceeds from those sales will be available for distribution under the Company's Chapter 11 plan. ITEM 5. Other Events and Regulation FD Disclosure On July 22, 2004, William Smith resigned from his position as the Company's Chief Financial Officer. On that same date, Maggie Lyons assumed the office of Chief Financial Officer. Ms. Lyons is a certified public accountant and has extensive experience in turn- around activities and bankruptcy filings. She was formerly chair of the Creditors' Committee for Spokane-based Output Technology Corp. involved in that company's bankruptcy reorganization and previously served as a court-appointed Chief Financial Officer for the joint receivership/bankruptcy proceedings for Pack River Ltd. and Schweitzer Mountain Resort. 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 hereunto duly authorized. By: /s/ William S. Romney ------------------------------- William S. Romney, Chief Restructuring Officer Dated: August 9, 2004

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) JANUARY 20, 2004

METROPOLITAN MORTGAGE & SECURITIES CO., INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Washington	1-15595	91-0609840
(STATE OR OTHER JURISDICTION	(COMMISSION FILE	(I.R.S. EMPLOYER
OF INCORPORATION	NUMBER)	IDENTIFICATION NO.)

601 West First Avenue, Department 115000, Spokane, Washington		99201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(800) 541-0828 REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

ITEM 4. Changes in Registrant’s Certifying Accountant.

On January 20, 2004, Ernst & Young LLP (“Ernst & Young”) resigned as the Registrant’s independent auditor. In connection with its resignation, Ernst & Young has withdrawn its independent auditors’ reports for the Registrant’s fiscal years ended September 30, 2001 and September 30, 2002. The audit committee of the Registrant’s Board of Directors did not participate in Ernst & Young’s decision to resign as the Registrant’s independent auditor.

Ernst & Young’s independent auditor reports for the Registrant’s last two fiscal years ended September 30, 2002 have not contained an adverse opinion or a disclaimer of opinion, have not been qualified or modified as to uncertainty, audit scope or accounting principles, although those reports have now been withdrawn.

In connection with its audits for the Registrant’s two most recently completed fiscal years ended September 30, 2002 and the subsequent interim period through January 20, 2004, there have been no disagreements with Ernst & Young 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 Ernst & Young, would have caused Ernst & Young to make reference thereto in their reports on the Registrant’s financial statements for such years or periods, although those reports have now been withdrawn.

In connection with its resignation, Ernst & Young informed the Registrant’s audit committee that it believed there is a material weakness in the Registrant’s internal controls. Specifically, Ernst & Young indicated that certain members of Registrant’s senior management had misrepresented facts and failed to make known all relevant information concerning an identified transaction occurring in the fiscal year ended September 30, 2002, resulting in incorrect accounting treatment for that transaction. Further, Ernst & Young informed the Registrant’s audit committee of its conclusion that the Registrant’s control environment is insufficient to deter instances where senior management may misrepresent facts or withhold otherwise relevant information.

In connection with its resignation, Ernst & Young has indicated to the Registrant’s audit committee that it is unwilling to rely on management’s representations or to be associated with the Registrant’s financial statements. Further, Ernst & Young has informed the Registrant’s audit committee that the circumstances surrounding its decision to resign materially impact the ability to rely on its previously issued independent auditor reports and the fairness of the financial statements underlying those reports.

The Registrant has requested that Ernst & Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated January 26, 2004, is filed herewith as Exhibit 16.1.

ITEM 5. Other Events and Regulation FD Disclosure

On January 12, 2004, the Registrant’s 9.0% Notes due November 4, 2004 were suspended from trading on the Pacific Exchange. The suspension of trading in the Registrant’s securities was effected pending a determination by the Pacific Exchange whether to delist the Company’s securities. Although the Registrant has a right to seek a hearing on this issue, the Registrant does not believe that any such hearing would be beneficial to the Registrant or the holders of its securities. Accordingly, the Registrant has requested voluntary delisting of its securities from the Pacific Exchange.

ITEM 6. Resignations of Registrant’s Directors

On January 23, 2004, Samuel H. Smith resigned from the Registrant’s Board of Directors. Mr. Smith did not provide the Registrant with a letter describing any disagreement on any matter relating to the Registrant’s operations, policies or practices. Following the resignation of Mr. Smith, the Registrant’s Board of Directors consists of C. Paul Sandifur, Jr.; Reuel Swanson; Gary Brajcich; Robert Stephen Corker; Irv Marcus; and John Trimble.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits

16.1 Letter to the Securities and Exchange Commission from Ernst & Young LLP dated January 26, 2004.

ITEM 9. Regulation FD Disclosure

The Registrant issued the following press release on January 22, 2004:

CONTACT: MARY KELLER MARKET DEVELOPMENT & EXTERNAL AFFAIRS (509) 835-2811

METROPOLITAN MORTGAGE & SECURITIES CO., INC. ANNOUNCES RESIGNATION OF INDEPENDENT AUDITORS, LIKELY RESTATEMENT OF FINANCIAL STATEMENTS FOR FISCAL YEAR 2002 AND CLASS ACTION LAWSUITS

Spokane, Wash. — January 22, 2004 — Metropolitan Mortgage & Securities Co., Inc. (AMEX: MPD.pr) (the “Company”), today announced that Ernst & Young LLP has resigned as the Company’s independent auditors, effective January 20, 2004. Following notification of this decision by Ernst & Young, the Audit Committee began the process of conducting a search for new independent auditors. In connection with its resignation, Ernst & Young indicated that it had concluded there were material misstatements in the Company’s financial statements for the fiscal year ended September 30, 2002 and it could not rely on the representations of management made in connection with its prior audits and reviews. As a result, Ernst & Young indicated it was withdrawing its independent auditor reports for all periods during which it has provided services to the Company. Accordingly, investors should not rely on the Company’s previously issued financial statements for periods for the fiscal years ended September 30, 2001 and September 30, 2002 and each of the quarters within the nine-month period ended June 30, 2003.

The particular transaction identified by Ernst & Young involved the Company’s recognition of gain from the sale of real estate. The amount involved in that transaction is under review by the Committee, but it is believed to range from $10 to $14 million.

As part of the Company’s review of the accounting for this transaction, the Audit Committee is also planning to review certain other transactions identified by management. Company management believes that it will be necessary to restate its financial results for the identified transaction and any other accounting adjustments for any other transactions that may be identified in the process of the Committee’s review. Pending the outcome of the Committee’s inquiry and the circumstances currently faced by the Company, it is difficult to assess the ultimate effect of this transaction and the ultimate impact of these matters on the Company’s financial condition and the condition of its indirectly, wholly owned subsidiary, Western United Life Assurance Company.

As part of its investigation, the Audit Committee has special outside counsel and an advisor to assist in its efforts. The final accounting and actual results of any restatement will be disclosed following completion of the Company’s review. “While we are obviously disappointed with Ernst & Young’s decision to withdraw,” said Bill Smith, the Company’s Chief Financial Officer, “we are committed to conducting a full investigation into this matter.”

The Company further announced that it has previously received an informal inquiry by the Staff of the Securities and Exchange Commission regarding the Company’s prior disclosures of its loan portfolio and other financial information. The Company cannot now estimate the timing or potential outcome of that inquiry, and is fully cooperating with the SEC.

The Company also announced the filing of two class action lawsuits against the Company and certain of current and former directors and officers in the United States District Court for the Eastern District of Washington. Also named in one of those actions are Summit Securities, Inc. and its subsidiary, Metropolitan Investment Securities, Inc. The

lawsuits generally allege violations of state and federal securities laws, negligence and unfair business practices. Since these lawsuits have just been filed, the Company is not in a position to comment on this litigation.

As previously announced, the Company has retained financial advisors to assist it in evaluating its strategic options and liquidity position. In light of these new developments, Company management anticipates continuing to work with its financial advisors to re-evaluate its strategic options, including the likely negative or adverse impact that these new developments will have on the Company’s ability to improve its liquidity position.

Consistent with the rules of the Securities and Exchange Commission, the Company will shortly be filing a current report on Form 8-K providing further information regarding the resignation of Ernst & Young.

Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as the results of the Company’s ongoing review and the SEC inquiry, and the direct and indirect consequences of those inquiries. Additional information on these and other factors, which could affect the Company’s financial results, are included in its Securities and Exchange Commission filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from any of the results projected in any forward-looking statement. You should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Source: Metropolitan Mortgage & Securities Co., Inc.

# # #

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 hereunto duly authorized.

METROPOLITAN MORTGAGE & SECURITIES CO., INC. By: /s/ Reuel Swanson Reuel Swanson, Secretary

Dated: January 26, 2004

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
16.1		Letter to the Securities and Exchange Commission from Ernst & Young LLP dated January 26, 2004.

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