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): January 22, 2009
W HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Puerto Rico
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000-27377
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66-0573197
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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19 West McKinley Street, Mayaguez, Puerto Rico
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00680
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code:
(787) 834-8000
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) Rule 425, Rule 14a-12 and
Instruction 2 to Rule 14d-2(b)(2)
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Item 4.01 Changes in Registrant’s Certifying Accountant.
On January 22, 2009, the Audit Committee of the Board of Directors of
W Holding Company, Inc. (NYSE: “WHI”) (the “Company”), the bank holding company of Westernbank
Puerto Rico (the “Bank”), determined not to
reappoint Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public
accounting firm for the fiscal year ended December 31, 2008 or any quarterly periods therein.
However, Deloitte has been engaged to serve as the Company’s independent registered public
accounting firm to audit the Company’s financial statements for the three years ended December 31,
2007.
As previously reported under Item 4.02(a) on Forms 8-K filed on February 6, 2008 and August 28,
2008, the Company has concluded that the financial statements for the
fiscal years ended December 31, 2006 and 2005, the related reports of its independent registered public accounting firm, as
well as the previously filed interim unaudited financial statements for the fiscal quarters ended
March 31, June 30, and September 30, 2006 and March 31, 2007, should no longer be relied upon and
that the Company would be restating these previously issued financial statements. Additionally, the
Company reported on Form 8-K that there were certain matters in the Company’s internal controls
requiring corrective action which individually or in combination, would be considered material
weaknesses in the Company’s system of internal control. The Company’s review of internal controls
is ongoing. Except as discussed below, during the fiscal years ended December 31, 2006 and 2005 and
subsequent interim period through January 28, 2009 there were no disagreements with Deloitte on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope of
procedure, which disagreement, if not resolved to the satisfaction of Deloitte, would have caused
it to make reference to the subject matter of the disagreement in connection with its report.
With
regards to the fiscal year ended December 31, 2005, there were
disagreements, which were satisfactorily resolved, concerning whether the correction of certain errors required the
restatement of previously issued financial statements and over the classification as material
weaknesses of control deficiencies relating to the matters involved in the restatement. The
Company’s audit committee discussed these disagreements with Deloitte. The Company has authorized
Deloitte to respond fully to the inquiries of the successor auditor concerning the matter of each
of such disagreements.
The Company has not completed the preparation of its restated financial statements. Accordingly,
the Company will provide additional information required to be provided by Item 304(a)(1)(ii),
(iv), or (v) of Regulation S-K, as applicable, by amendment to this Form 8-K following the
completion of the Company’s financial statements for the three years ended December 31, 2007.
As of
January 28, 2009, the Audit Committee of the Board of Directors has engaged
BDO Seidman, LLP (“BDO Seidman”) as its independent registered public accounting firm for the audit
of the Company’s fiscal year 2008 financial statements. The Company has not consulted with BDO
Seidman on any matters during the two most recent fiscal years.
Mr. Hector Del Rio, Chairman of the Audit
Committee of the Company’s Board of Directors stated, “We are pleased to have been
with Deloitte, in a relationship of over two decades. As we move forward, the Audit
Committee has determined that BDO Seidman is in the best position to serve the Company as
its independent registered public accounting firm.”
BDO Seidman, LLP is a national professional services firm
providing assurance, tax, financial advisory and consulting services to private and publicly
traded businesses, serving clients through 37 offices. BDO Seidman is a Member Firm of BDO International, which is the
fifth largest accounting and consulting organization in the world, serving clients by
leveraging a global network of resources comprised of more than 600 member firm offices
in 105 countries.
The Company furnished a copy of this Form 8-K to Deloitte and requested that Deloitte furnish it
with a letter addressed to the Securities and Exchange Commission stating whether it agrees with
the statements made by the Company in this Current Report. A copy of the letter furnished in
response to that request is filed as Exhibit 16.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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16.1
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Letter from Deloitte & Touche LLP, dated January 30, 2009
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