-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MXFTe1/zOv6Ytu0bpZ3aIrrgPbUtMGT+itmeCj8AflpvAYJfLY/jjJ0nXo47APi9 i8iqQUgTgx1RuOO/dTKzOg== 0000922907-01-500060.txt : 20010507 0000922907-01-500060.hdr.sgml : 20010507 ACCESSION NUMBER: 0000922907-01-500060 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010416 ITEM INFORMATION: FILED AS OF DATE: 20010504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIX BANCORP INC CENTRAL INDEX KEY: 0000944725 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 841233716 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21231 FILM NUMBER: 1622966 BUSINESS ADDRESS: STREET 1: 1380 LAWRENCE ST STREET 2: STE 1410 CITY: DENVER STATE: CO ZIP: 80204 BUSINESS PHONE: 3035959898 MAIL ADDRESS: STREET 1: 1380 LAWRENCE STREET STREET 2: SUITE 1410 CITY: DENVER STATE: CO ZIP: 80204 FORMER COMPANY: FORMER CONFORMED NAME: MATRIX CAPITAL CORP /CO/ DATE OF NAME CHANGE: 19960711 8-K/A 1 form8ka_050301.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event April 16, 2001 reported) ---------------------------------------- MATRIX BANCORP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 0-21231 84-1233716 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1380 Lawrence Street, Suite 1400, Denver, Colorado 80204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including (303) 595-9898 area code ------------------------------------ None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountant. This Form 8-K/A is being filed in order to clarify that the statements made in paragraph (ii) below relate not only to the 1999 and 2000 audits, but also to the subsequent interim period. Pursuant to Item 304 of Regulation S-K, the Registrant makes the following representations: (i) On April 3, 2001, the Registrant's Audit Committee recommended to the Registrant's Board of Directors that the Registrant not renew its engagement with Ernst & Young LLP as the Registrant's independent auditors and to appoint KPMG LLP, 707 17th Street, Denver, Colorado 90017, to be the principal independent auditors of the Registrant and to audit its consolidated financial statements for the fiscal year ending December 31, 2001. The Registrant's Board of Directors accepted the recommendation of the Audit Committee on April 3, 2001. The Audit Committee and the Board of Directors based their decisions on competitive bids submitted by the two firms. The dismissal of Ernst & Young and the appointment of KPMG LLP both were effective as of April 16, 2001. (ii) Ernst & Young's reports on the Registrant's consolidated financial statements for fiscal years 1999 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. During fiscal years 1999 and 2000 and the subsequent interim period, there were no disagreements between the Registrant and Ernst & Young on any matter of accounting principle or practices, financial statement disclosure, or auditing scope or procedure, which would have caused Ernst & Young to make a reference to the subject matter of the disagreements in connection with their reports. Ernst & Young further has not performed any work on any subsequent period to December 31, 2000. (iii)The Registrant did not consult with KPMG LLP with regard to any matter concerning the application of accounting principles to any specific transactions, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Registrant's financial statements prior to engaging the firm. (iv)The Registrant has requested that Ernst & Young review the disclosure in this Report on Form 8-K/A, and Ernst & Young has been given the opportunity to furnish the Registrant with a letter addressed to the Securities and Exchange 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 herein. Such letter is filed as an exhibit to this Report. 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. Matrix Bancorp, Inc. ------------------------------------ (Registrant) DATE: May 4, 2001 ----------------------- /s/ David W. Kloos David W. Kloos, Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Exhibit *16.1 Letter from Ernst & Young LLP, dated April 19, 2001 16.2 Letter from Ernst & Young LLP, dated May 3, 2001 *Previously filed on Form 8-K on April 20, 2001. EX-16.2 2 ex16_050301.txt [Ernst & Young Letterhead] Exhibit 16.2 May 3, 2001 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We have read Item 4 included in the Form 8-K/A of Matrix Bancorp, Inc. (the "Registrant") dated April 16, 2001 to be filed with the Securities and Exchange Commission on or about May 4, 2001. We are in agreement with the Registrant's comments in the second and fourth paragraphs contained therein. We have no basis on which to agree or disagree with the Registrant's statements in the first or the third paragraphs contained therein. Very truly yours, /s/ Ernst & Young LLP cc: David W. Kloos, Chief Financial Officer, Matrix Bancorp, Inc. -----END PRIVACY-ENHANCED MESSAGE-----