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
March 15, 2005
(Date of earliest event reported)
Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000 - 26099 94-3327828
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(Commission File Number) (IRS Employer Identification No.)
111 West Pine Street, Lodi, California 95240
(Address of principal executive offices) (Zip Code)
(209) 367-2300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changes 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(C))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On March 15, 2005, as approved by the Audit Committee, Farmers & Merchants
Bancorp engaged the accounting firm of Perry-Smith LLP as independent
accountants for the Registrant for the first quarter of 2005 and for the year
2005. The client-auditor relationship between Farmers & Merchants Bancorp and
PricewaterhouseCoopers LLP was terminated on March 15, 2005.
The following is the information required by Regulation S-K, Item 301(a)(1)
concerning the termination of PricewaterhouseCoopers LLP:
PricewaterhouseCoopers LLP, was terminated. PricewaterhouseCoopers LLP's
report on our financial statements for the past two fiscal years did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope, or accounting principles. The decision to
terminate PricewaterhouseCoopers LLP, was recommended and approved by our Audit
Committee. During the two most recent fiscal years and interim periods
subsequent to December 31, 2004, there were no disagreements with
PricewaterhouseCoopers LLP, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
During the two most recent fiscal years and interim periods subsequent to
December 31, 2004, there were no "reportable events" as such term is defined in
Item 301(a)(1)(v) of Regulation S-K.
We have provided PricewaterhouseCoopers LLP, a copy of this disclosure, and
have requested that it furnish us with a letter addressed to the Commissioner
stating whether PricewaterhouseCoopers LLP, agrees with the statements made by
us in this disclosure, and, if not, stating the respects in which it does not
agree. Upon our receipt of PricewaterhouseCoopers LLP's response, we shall
amend this 8-K to attach such response as an exhibit hereto.
(b) As stated above, Perry-Smith LLP was engaged on March 15, 2005, as our
independent public accountants. During the two most recent fiscal years, and the
interim periods since December 31, 2004, we did not consult with Perry-Smith
LLP, on any issue, nor did Perry-Smith LLP, advise us on any application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements,
or any matter that was either the subject of a "disagreement" or a "reportable
event" (each as defined in Item 301(a)(1) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
16.1 Letter regarding change in certifying accountant*
* To be filed upon receipt of response from PricewaterhouseCoopers LLP
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.
FARMERS & MERCHANTS BANCORP
By /s/ Stephen W. Haley
Stephen W. Haley
Executive Vice President
& Chief Financial Officer
Date: March 18, 2005