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 Act of 1934
Date of Report (Date of Earliest Event Reported):
JULY 26, 2005
FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State of Other Jurisdiction of Incorporation)
0-13368 37-1103704
(Commission File Number) (IRS Employer Identification No.)
1515 CHARLESTON AVENUE, MATTOON, IL 61938
(Address Including Zip Code of Principal Executive Offices)
(217) 234-7454
(Registrant's Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) On July 26, 2005, First Mid-Illinois Bancshares, Inc. (the
"Registrant") engaged BKD, LLP ("BKD") as its independent registered
public accounting firm after dismissing KPMG LLP ("KPMG") on that
date. These actions were approved by the Registrant's Audit Committee.
The reports of KPMG on the consolidated financial statements of the
Registrant as of and for the years ended December 31, 2004 and 2003,
and KPMG's report on management's assessment and the effectiveness of
internal control over financial reporting as of December 31, 2004, did
not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the years ended December 31, 2004 and 2003, and through July
26, 2005 (the "Relevant Period"), there have been no disagreements
with KPMG on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to KPMG's satisfaction, would have
caused KPMG to make reference thereto in connection with its report.
Also, during the Relevant Period, there were no reportable events as
described in Item 304(a)(1)(v) ("Reportable Events") of Regulation S-K
issued by the United States Securities and Exchange Commission (the
"Commission").
The Registrant requested that KPMG furnish it with a letter addressed
to the Commission stating whether or not KPMG agrees with the
statements set forth in this subsection (a) above. A copy of such
letter, dated July 26, 2005, is filed as Exhibit 16.1 to this Form
8-K.
(b) On July 26, 2005, the Registrant engaged BKD as its independent
registered public accounting firm to audit the Registrant's
consolidated financial statements for the year ended December 31,
2005. As previously noted, the engagement of BKD was approved by the
Registrant's Audit Committee.
During the Relevant Period, neither the Registrant nor (to the
Registrant's knowledge) anyone acting on behalf of the Registrant
consulted with BKD regarding either (i) the application of accounting
principles to a specified transaction (either completed or proposed),
(ii) the type of audit opinion that might be rendered on the
Registrant's financial statements, or (iii) any matter that was the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a Reportable Event.
Item 9.01. Financial Statements and Exhibits.
(a) None required
(b) None required
(c) Exhibits
Exhibit 16.1 Letter from KPMG LLP, dated July 26, 2005.
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.
FIRST MID-ILLINOIS BANCSHARES, INC.
Dated: July 29, 2005 /s/ Michael L. Taylor
Michael L. Taylor
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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16.1 Letter from KPMG LLP, dated July 26, 2005
Exhibit 16.1
July 26, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for First Mid-Illinois Bancshares, Inc.
(the Company) and, under the date of March 9, 2005, we reported on the
consolidated financial statements of First Mid-Illinois Bancshares, Inc. as of
and for the year ended December 31, 2004 and 2003 and on management's assessment
and the effectiveness of internal control over financial reporting as of
December 31, 2004. On July 26, 2005, our appointment as principal accountants
was terminated. We have read First Mid-Illinois Bancshares, Inc. statements
under Item 4.01 of its Form 8-K dated July 26, 2005, and we agree with such
statements, except that we are not in a position to agree or disagree with the
Company's statement in the first paragraph that the change was approved by the
Audit Committee or with the statements in the two paragraphs under item 4.01(b).
Very truly yours,
/s/ KPMG LLP